EXHIBIT 10.39



                              -26-
     STOCK PUT/CALL OPTION AND SUCCESSOR DESIGNATION AGREEMENT

       This  Stock  Put/Call  Option  and  Successor  Designation
Agreement (the "Agreement") is made effective as of this 1st  day
of January, 1998 by and among Rodney A. Gray, D.D.S., M.S., Ltd.,
a  professional corporation (the "New PC") incorporated under the
laws of the State of Nevada (the "State"); Rodney A. Gray, D.D.S.
("Dr. Gray") who is duly licensed to practice endodontics in  the
State;   Omega   Orthodontics,  Inc.,  a   Delaware   corporation
("OMEGA");  and  Omega  Orthodontics of Reno,  Inc.,  a  Delaware
corporation  (the "MSO"), which is a wholly-owned  subsidiary  of
OMEGA, with reference to the following facts.

                            RECITALS

      A.    OMEGA  is  an orthodontic and other dental  specialty
practice   management  company  and  has  expertise  in  managing
orthodontic  and  other  dental  specialty  practices   including
practice management systems, office space, equipment, furnishings
and  active administrative personnel necessary for the  operation
of   such   practices  and  providing  high  quality   healthcare
management  services  to such practices, directly  or  indirectly
through management service organizations such as the MSO.

      B.   OMEGA acquired certain assets of Dr. Gray pursuant  to
that  certain Affiliation Agreement and Asset Purchase  Agreement
(the "Affiliation Agreement") dated as of January 1, 1998 by  and
between OMEGA and Dr. Gray.

      C.    The  New PC owns and operates an endodontic  practice
with offices located in the facility identified in Exhibit A (the
"Endodontic  Offices")  and  furnishes  endodontic  care  to  the
general  public through the services of Dr. Gray affiliated  with
the New PC.

     D.   The New PC and the MSO and OMEGA have entered into that
certain  Management Services Agreement (the "Management  Services
Agreement") dated as of even date herewith for the management  by
the MSO of the non-endodontic business affairs of the New PC.

      E.    Dr.  Gray owns all of the capital stock (the "Capital
Stock")  of  the  New  PC  and desires to provide  for  successor
ownership  upon the occurrence of certain events.  When  used  in
this  Agreement, the term "Capital Stock" shall mean all  of  Dr.
Gray's  right, title, interest and estate in and to  all  of  the
issued  and outstanding stock in the New PC, including any  stock
hereafter issued and any rights to any additional stock  and  any
preemptive  rights, warrants and instruments of like  effect,  as
set forth on Exhibit B.

     F.   As a condition of entering into the Management Services
Agreement, Dr. Gray has agreed to grant to the MSO, and  the  MSO
desires  to  acquire from Dr. Gray certain rights, including  but
not  limited  to, the right to designate the successor  purchaser
(the "Designated Successor") of all or any part of the issued and
outstanding Capital Stock upon the occurrence of certain  events.
In  addition,  under  the  Management  Services  Agreement,  upon
termination thereof, each of the New PC and the MSO were  granted
certain rights to be set forth in this Agreement.

      NOW,  THEREFORE, in consideration of the foregoing premises
and  the mutual promises contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which  are
hereby  acknowledged, the New PC, Dr. Gray,  the  MSO  and  OMEGA
agree as follows:

      1.    Defined Terms.  The capitalized words and expressions
used  in this Agreement, but which are not defined herein  shall,
unless  the context otherwise requires, have the same meaning  as
they are given in the Management Services Agreement.

      2.    Put Option.  The MSO shall have the option (the  "Put
Option")  to  require  the  New  PC,  upon  termination  of   the
Management  Services  Agreement by the  MSO  under  Section  10.2
thereof or upon expiration of the Term of the Management Services
Agreement, to:

           (a)   Purchase from the MSO at book value all  of  the
     leasehold improvements, fixtures, furniture, furnishings and
     equipment  comprising or located at the Endodontic  Offices,
     including all replacements and additions thereto made by the
     MSO pursuant to the performance of its obligations under the
     Management   Services  Agreement  and  all   other   assets,
     including inventory and supplies and intangibles, set  forth
     on  the balance sheet as at the end of the month immediately
     preceding   the  date  of  such  termination  or  expiration
     prepared  in accordance with GAAP (the "Balance  Sheet")  to
     reflect  operations of the MSO in respect of the  Endodontic
     Offices,  including  depreciation,  amortization  and  other
     adjustments of such assets shown on such Balance Sheet; and

          (b)  Purchase, by obtaining an assignment from the MSO,
     at  book value, the right to receive payments for breach  of
     the restrictive covenants provided for in Section 3.7 of the
     Management   Services  Agreement  and  in   the   applicable
     Employment  Agreement with Dr. Gray contemplated thereunder,
     and  any  goodwill and other intangible assets set forth  on
     the  Balance  Sheet, reflecting amortization or depreciation
     of  the  restrictive covenants, and any goodwill  and  other
     intangible assets; and

           (c)   Assume all debt and all contracts, payables  and
     leases  which  are obligations of the MSO and  which  relate
     solely  to  the  performance of its  obligations  under  the
     Management Services Agreement or the properties subleased in
     respect of the Endodontic Offices.

If the MSO desires to exercise its Put Option, the MSO shall give
written  notice of such election to the New PC and  Dr.  Gray  at
least  twenty  (20) calendar days prior to the date specified  in
such  notice as the date for the closing of the Put Option.   Any
exercise  of  the  Put  Option by the MSO shall  be  made  by  an
aggregate payment of the amounts computed under Clauses  (a)  and
(b) of this Section 2 (collectively, the "Put Price").

      3.    Call  Option. The New PC shall have the  option  (the
"Call  Option")  to  require the MSO,  upon  termination  of  the
Management  Services Agreement by the New PC under  Section  10.1
thereof, to:

            (a)   Sell  to  the  New  PC  all  of  the  leasehold
     improvements, fixtures, furniture, furnishings and equipment
     comprising  or located at the Endodontic Offices,  including
     all  replacements  and additions thereto  made  by  the  MSO
     pursuant  to  the performance of its obligations  under  the
     Management   Services  Agreement  and  all   other   assets,
     including  inventory and supplies, set forth on the  Balance
     Sheet  to  reflect operations of the MSO in respect  of  the
     Endodontic Offices, including depreciation, amortization and
     other  adjustments  of  such assets shown  on  such  Balance
     Sheet; and

           (b)  Assign to, or grant a waiver in favor of, the New
     PC, the restrictive covenants provided for in Section 3.7 of
     the  Management  Services Agreement and  in  the  applicable
     Employment  Agreement with Dr. Gray contemplated thereunder,
     and  any  goodwill and other intangible assets set forth  on
     the  Balance  Sheet, reflecting amortization or depreciation
     of  the  restrictive covenants, and any goodwill  and  other
     intangible assets; and

           (c)  Assign to the New PC (which it shall assume)  all
     debt  and  all  contracts, payables  and  leases  which  are
     obligations  of  the  MSO and which  relate  solely  to  the
     performance of its obligations under the Management Services
     Agreement  or  the properties subleased in  respect  of  the
     Endodontic Offices.

If  the  New PC desires to exercise its Call Option, the  New  PC
shall  give written notice of such election to the MSO  at  least
twenty  (20)  calendar days prior to the date specified  in  such
notice as the date for the closing of the Call Option (the  "Call
Option  Notice").  Any exercise of the Call Option by the New  PC
shall  be  made by an aggregate payment to the MSO of  an  amount
equal  to  the  fair  market value of the  assets,  tangible  and
intangible,  described in Clauses (a) and (b) of this  Section  3
(collectively, the "Call Price").  For purposes of  this  Section
3,  the "fair market value" of such assets shall be determined by
an independent appraiser acceptable to, and appointed by, the MSO
and  the New PC.  In the event that the MSO and the New PC cannot
agree on an independent appraiser, the fair market value of  such
assets  shall be determined by three independent appraisers,  one
of  whom  shall  be appointed by the MSO, one of  whom  shall  be
appointed  by the New PC and the third of whom shall be appointed
by  mutual  agreement  of the two appointed  appraisers.   Within
sixty (60) days after the appointment of the third appraiser, the
three appraisers shall each submit in writing their determination
of  fair  market value of such assets to each of the MSO and  the
New  PC,  and  the  fair  market value of such  assets  shall  be
conclusively  determined by taking the numerical average  of  the
two fair market value determinations which are closest in amount.
The cost of obtaining these appraisals shall be paid one-half  by
the MSO and one-half by the New PC.

      Notwithstanding the foregoing, in the event that the New PC
terminates the Management Services Agreement pursuant to  Section
10.1(a)(1) of the Management Services Agreement, the Call  Option
may  be exercised by the payment by the New PC to the MSO of  (w)
if the Call Option Notice is received by the MSO during the first
year following the date of this Agreement,  $400,000 in cash, the
cancellation of the Purchase Note and the return of the shares of
Omega Common Stock received by Dr. Gray under Section 1.1(a)(iii)
(the  "Omega Shares"), (x) if the Call Option Notice is  received
by  the  MSO  during the second year following the date  of  this
Agreement,   $300,000 in cash, the cancellation of  the  Purchase
Note  and the return of any Omega Shares then owned of record  or
beneficially  by  Dr.  Gray, (y) if the  Call  Option  Notice  is
received by the MSO during the third year following the  date  of
this  Agreement,   $200,000  in cash,  the  cancellation  of  the
Purchase  Note and the return of any Omega Shares then  owned  of
record or beneficially by Dr. Gray and (z) thereafter, the lesser
of  (A)  the  depreciated book value of the assets  described  in
Clause (a) of this Section 3 or (B) $100,000.

      4.    Closing and Delivery. The closing ("Closing") of  the
exercise by the MSO of the Put Option under Section 2 or  of  the
exercise by the New PC of the Call Option under Section 3, as the
case  may  be,  shall be, in the case of the Put Option,  at  the
offices  of  Robinson  &  Cole LLP,  One  Boston  Place,  Boston,
Massachusetts 02108 and, in the case of the Call Option,  at  the
offices  of  Harold G. Albright, 124 Ridge Street,  Reno,  Nevada
89501,  on  the  date specified for such Closing in  the  written
notice of election to exercise such Put Option or Call Option, as
the  case  may  be,  or on such other date  as  the  parties  may
mutually  determine. At the Closing, the New PC shall  pay  cash,
or, at the option of the New PC and with the consent of Dr. Gray,
a  combination of cash, forgiveness of amounts due  to  Dr.  Gray
under  the  Purchase Note and/or return of the  shares  of  Omega
Common  Stock  received by Dr. Gray under Section 1.1(a)(iii)  of
the  Affiliation  Agreement  (the value  of  such  shares  to  be
determined by multiplying such number of shares by the average of
the  last  sales (or closing) price for Omega's Common  Stock  on
Nasdaq (or a national securities exchange) for each of the  sixty
(60)  trading  days immediately preceding the  date  of  the  Put
Option Notice or the Call Option Notice, as the case may be)  for
the  repurchased  assets,  whether  the  Put  Price  pursuant  to
exercise  by the MSO of the Put Option or the Call Price pursuant
to exercise by the New PC of the Call Option, as the case may be.
The  New PC and Dr. Gray shall execute such documents as  may  be
required  by  the  MSO  to assume the liabilities  set  forth  in
Section  2(c)  or 3(c), as the case may be, and shall  use  their
respective best efforts to remove the MSO from any liability with
respect  to  such  repurchased assets and  with  respect  to  any
property leased or subleased by the MSO.  From and after any such
Closing,  each party shall provide to the other party  reasonable
access  to  books  and records then owned by it  to  permit  such
requesting party to satisfy reporting and contractual obligations
which  may  be required of it.  In addition, following  any  such
Closing,  the  MSO  or its designee shall have reasonable  access
during  normal  business hours to the New PCs records,  including
patient  records regarding records of collections,  expenses  and
disbursements  as kept by the MSO in performing  its  obligations
under the Management Services Agreement, and the MSO may copy any
or all such records.

     5.   Successor Designation Option.

      (a)   Upon termination of the Management Services Agreement
by  the MSO under Section 10.2 thereof or upon expiration of  the
Term  of  the Management Services Agreement or upon the happening
of  any  of  the  following  events (each  of  such  termination,
expiration or event being hereinafter referred to as a  "Transfer
Event"), the MSO shall have the option (the "Designated Successor
Option") to designate a Designated Successor  to purchase all  of
the Capital Stock then held by Dr. Gray:

          (i)  the death of Dr. Gray;

           (ii)  if  Dr.  Gray  is determined to  be  permanently
     disabled  so  as  to  be unable to render  any  professional
     services  on  behalf  of  the  New  PC,  as  determined   in
     accordance with paragraph (b) of this Section 5 below;

           (iii)      if  Dr.  Gray  voluntarily  terminates  his
     employment without first proposing and obtaining  the  MSO's
     approval  of  a  proposed  qualified  successor  endodontist
     reasonably acceptable to the MSO on behalf of the New PC;

           (iv)  if  Dr.  Gray  acts in a criminally  or  grossly
     negligent   manner  with  respect  to  the  performance   of
     professional endodontic services rendered or to be  rendered
     on behalf of the New PC;

           (v)   if Dr. Gray becomes hospitalized for alcohol  or
     drug abuse;

          (vi) if Dr. Gray is convicted of a felony;

          (vii)     if Dr. Gray loses his license or is otherwise
     determined to be disqualified from rendering services as  an
     endodontist for the New PC by the applicable dental or other
     comparable regulatory board of the State;

           (viii)    if Dr. Gray's shares of Capital Stock are or
     are to be transferred voluntarily or by operation of law  to
     any person who is a "disqualified person," as defined in the
     professional corporation statute of the Laws of the State;

          (ix) if Dr. Gray voluntarily files a petition under any
     bankruptcy  or  insolvency  law  or  a  petition   for   the
     appointment  of a receiver, or makes an assignment  for  the
     benefit of creditors;

           (x)  if Dr. Gray is subjected involuntarily to such  a
     petition  or  assignment, or any creditor or  other  persons
     obtains  an attachment or other legal or equitable  interest
     in  any  shares  of the Capital Stock of Dr. Gray  and  such
     involuntary  petition,  assignment  or  attachment  is   not
     discharged within sixty (60) days after creation;

           (xi) if Dr. Gray is required to transfer any shares of
     Capital Stock by reason of a judgment, court order or decree
     or by operation of law;

           (xii)      if  Dr. Gray retires within the meaning  of
     Paragraph (c) of this Section 5; or

          (xiii)    if Dr. Gray desires to sell any of his shares
     of  Capital  Stock  to another endodontist  as  contemplated
     under Section 8 hereof.

      (b)  For purposes hereof, "permanent disability" means  any
illness,   injury,  disease  or  condition,  whether  mental   or
physical, which, for a continuous period of thirty (30) days, (i)
prevents  Dr.  Gray  from performing his duties  competently  and
adequately  as  determined  by the  MSO,  or  (ii)  substantially
impairs   the  New  PC's  or  Dr.  Gray's  ability  to   practice
endodontics.

      (c)   For  purposes hereof, "Retirement" of Dr. Gray  shall
occur  on  the date when Dr. Gray voluntarily withdraws from  the
practice  of  endodontics at whatever age or for whatever  reason
and  notifies  the  New  PC that he desires  to  be  regarded  as
"Retired" and fails to have first proposed and obtained the MSO's
approval   of   a  qualified  successor  endodontist   reasonably
acceptable to the MSO.

      6.    Successor  Designation Option  Exercise.   Except  as
otherwise   provided  herein,  upon  exercise  of  the  Successor
Designation  Option, the Designated Successor may  purchase  all,
but  not  less  than  all, of the Capital Stock.   The  Successor
Designation  Option  shall  also be exercisable  by  the  MSO  as
provided in Section 8 below.

      7.    Exercise  Notice.   Any  exercise  of  the  Successor
Designation Option shall be accompanied by a written notice  (the
"Successor  Designation Exercise Notice") to  Dr.  Gray  (or  his
successor  or representative), specifying the name,  address  and
information  showing the qualifications and  suitability  of  the
Designated Successor to conduct or perform professional  services
on  behalf of the New PC and number of shares of Capital Stock of
Dr.  Gray  as to which the Successor Designation Option is  being
exercised.   Upon the MSO's exercise of the Successor Designation
Option in respect of any event described in Section 5(a)(iii)  or
(x)  as  to  all of the shares of Capital Stock of Dr. Gray,  Dr.
Gray  shall  execute  a  Non-Competition Agreement  in  the  form
attached  hereto as Exhibit C.  The MSO may, at any time,  cancel
any Successor Designation Exercise Notice sent by it hereunder.

      8.   Right of First Refusal and Sale of Stock.  If Dr. Gray
desires  to  sell any of the Capital Stock to another endodontist
(a  "Purchaser"), he shall first give notice to the  MSO  of  his
intent  to sell such Capital Stock ("Notice of Sale"), giving  to
the  MSO such information as shall be reasonably requested by  it
to  ascertain the qualifications and suitability of the Purchaser
to  conduct or to perform professional services on behalf of  the
New  PC and the terms and conditions of such proposed sale to the
Purchaser.    Upon   receipt  of  such  Notice,   the   Successor
Designation  Option  of the MSO shall become  exercisable  for  a
period  of three (3) months, provided however, that the  exercise
price and terms of purchase of the Capital Stock shall be no less
favorable to Dr. Gray than those set forth in the Notice of Sale.
In  the  event the Successor Designation Option is not  exercised
during such three (3) month period, Dr. Gray may sell the Capital
Stock to the Purchaser upon the terms and conditions set forth in
the  Notice  of Sale, provided however, that such sale  shall  be
conditioned: (i) upon the Purchaser joining in this Agreement and
entering  into an employment agreement with the New  PC  on  such
terms and conditions as may be approved by the MSO, and (ii) upon
Dr.  Gray  executing  a  Non-Competition Agreement  in  the  form
attached hereto as Exhibit C.

      9.    Assignment of the Successor Designation  Option   The
Successor  Designation Option may be assigned by the MSO  or  any
assignee  of  the MSO to OMEGA or to a duly licensed endodontist,
by a written assignment, signed by both the MSO and the assignee.
When  the  context so requires in this Agreement, the term  "MSO"
shall be deemed to refer to an assignee holding an assignment  of
the  Successor  Designation Option with respect to  such  Capital
Stock,  and  the terms "party" and "parties" shall be  deemed  to
include


     10.  Purchase Price of the Capital Stock.

           (a)   The  purchase price ("Purchase Price")  due  and
payable  by  the  Designated  Successor  upon  exercise  of   the
Successor  Designation Option shall be an  amount  equal  to  the
product  of (a) the aggregate net amount received by the  New  PC
pursuant  to Article 6 and Schedule 3 of the Management  Services
Agreement   for  the  twelve  (12)  calendar  months  immediately
preceding  the month in which the Successor Designation  Exercise
Notice   is   delivered  to  Dr.  Gray  (or  his   successor   or
representative)  multiplied by (b) a fraction, the  numerator  of
which  is  the  number  of  shares of the  Capital  Stock  to  be
purchased  and  the denominator of which is the total  number  of
shares  of  the  Capital Stock outstanding at the  time  of  such
purchase.

           (b)   Payment  of Purchase Price.  The Purchase  Price
upon  exercise of the Successor Designation Option shall be  paid
by  the  Designated Successor executing a nonrecourse, negotiable
promissory note, secured by the Capital Stock of Dr.  Gray.   The
note  shall  be  for a term of five years, with interest  payable
quarterly in arrears at the mid-term Applicable Federal Rate with
monthly  compounding  published by the Internal  Revenue  Service
from  time  to  time in accordance with Section  1274(d)  of  the
Internal  Revenue Code of 1986, as amended  (the "Code")  or  any
successor  provision  of  the Code, provided  however,  that  the
Designated  Successor shall be permitted to prepay such  note  at
any  time.   Principal  shall be payable  in  five  equal  annual
installments commencing six months after the closing date.

          (c)  Purchase From Dr. Gray's Estate.

                (i)   Upon  the death of Dr. Gray and receipt  of
notice  of  a Successor Designation Exercise Notice,  Dr.  Gray's
personal  representative shall apply for and obtain any necessary
court  approval or confirmation of the sale of Dr. Gray's  shares
of  Capital Stock pursuant to this Agreement.  The representative
of  the  estate  of Dr. Gray and the Designated  Successor  shall
complete   such  sale  as  soon  after  the  date  of  death   as
practicable, but no later than 180 days after such event.

               (ii) The death of Dr. Gray's spouse, if any, shall
not  be  considered the death of Dr. Gray for  purposes  of  this
Agreement.

               (iii)  The estate of Dr. Gray shall bear, and hold
the  New PC harmless from, all costs and expenses incurred  as  a
result  of  securing  any  court  orders,  court  decrees,  court
approvals  or inheritance tax clearances required to  enable  the
estate  of Dr. Gray to transfer to the Designated Successor  full
legal  and equitable tax-free title to the Capital Stock  of  Dr.
Gray.

           (d)  Other Purchases.  Except for purchases of Capital
Stock  upon exercise of the Successor Designation Option pursuant
to  Section 5(a)(i) hereof, all other purchases of Capital  Stock
pursuant  to such Option shall close thirty (30) days  after  the
date   of  any  Successor  Designation  Exercise  Notice,  unless
extended by the parties.

     11.  Insurance.

           (a)   In  order  to insure the MSO's interest  in  the
Management Services Agreement and under this Agreement, Dr.  Gray
hereby consents to the acquisition and maintenance in force of  a
disability  insurance policy and a life insurance policy  on  Dr.
Gray ("Insurance Policies").  The life insurance policy may be in
an  aggregate face amount of up to three times Dr. Gray's income,
as  shown  on  the W-2 Form prepared by the New PC for  the  most
recent  calendar year.  Dr. Gray agrees, at the election  of  the
MSO,  to  take  whatever actions are necessary to facilitate  the
acquisition of any such Insurance Policy by the MSO.

           (b)   The Insurance Policies shall name the New PC  as
sole owner and beneficiary of such policies.

           (c)   As  long as the Insurance Policies provided  for
herein  are  in  full force and effect, the  MSO  shall  pay  all
premiums falling due on all such policies issued to it subject to
this Agreement.

           (d)   No  insurance company that has issued  or  shall
issue  an  Insurance Policy or Policies to the MSO  as  permitted
under  this Agreement shall be under any obligation with  respect
to the performance of the terms and conditions of this Agreement.
Any  such  company  shall  be bound only  by  the  terms  of  the
Insurance  Policy  or  Policies which  it  has  issued  or  shall
hereafter  issue and shall have no liability except as set  forth
in its policies.

      12.   Representations.   The  New  PC  and  Dr.  Gray  each
represent and warrant to the MSO and OMEGA that as of the day and
year  first  above written and during the term of this Agreement,
Exhibit A is a true and complete listing of the Capital Stock, as
revised from time to time pursuant to this Agreement.

     13.  Restriction on Transfer.

          (a)  Except to the extent and in the manner provided in
this  Agreement or with the express prior written consent of  the
MSO  which may be granted or withheld in its absolute discretion,
Dr.  Gray  shall not sell, assign, transfer, pledge or  otherwise
dispose (including by gift or otherwise) of any of his shares  of
the Capital Stock.

           (b)   Issuance of Stock; Change in Ownership;  Mergers
and Consolidation.  Without the prior written consent of the MSO,
Dr.  Gray  shall not permit the New PC to, and the New  PC  shall
not,  during  the term of this Agreement, issue any stock,  other
equity,  or  debt  of  the  New PC;  permit  any  change  in  the
composition  or respective percentage ownership of  the  New  PC;
merge, consolidate or otherwise reorganize with or into any other
corporation, partnership, trade, business, or the like; amend  or
otherwise  modify  its  articles  of  incorporation  or   bylaws;
dissolve; or enter into any agreement with any person to  do  any
of the foregoing without the prior written consent of the MSO.

      14.   Delivery  of  Stock Power.  Upon  execution  of  this
Agreement,  Dr.  Gray  shall execute and  deliver  to  Harold  G.
Albright,  as  escrow  agent (the "Escrow Agent"),  a  sufficient
number  of  assignments separate from certificates,  endorsed  in
blank  to  cover  all of the Stock (the "Stock  Power")  held  of
record or beneficially owned by Dr. Gray.  Upon execution of this
Agreement,  Dr.  Gray  shall deliver  to  the  Escrow  Agent  all
certificates heretofore issued representing all of the shares  of
Capital  Stock held of record or beneficially owned by Dr.  Gray.
Each  such  certificate shall have affixed to  the  back  of  the
certificate a legend substantially as follows:

     "The  rights  of any holder of any share evidenced  by  this
     certificate,   including  the  right  to  dispose   of   the
     securities  represented by this certificate or any  interest
     therein,  are  subject to and restricted by a certain  Stock
     Put/Call  Option and Successor Designation Agreement,  dated
     as  of  January 1, 1998, among the New PC, the holder hereof
     and the MSO and OMEGA (as defined therein).  The New PC will
     mail without charge to any holder of these shares a copy  of
     such agreement within five (5) days of receipt by the New PC
     of a written request therefor."

     Upon any exercise of the Successor Designation Option by the
MSO,  the  Escrow Agent shall deliver the Stock Powers   and  the
certificates representing all of the shares of Capital Stock held
of  record or beneficially owned by Dr. Gray to the MSO  and  the
MSO  (and/or  the  Designated Successor) shall be  authorized  to
complete  the  Stock Powers, attach them to the certificates  and
tender  the  same  to  the transfer agent  for  the  New  PC  for
reissuance  in  the name of the Designated Successor.   Upon  any
termination  of this Agreement without exercise of the  Successor
Designation Option, the Escrow Agent shall return all such  Stock
Powers and certificates to Dr. Gray.

      15.  Confidentiality.  The parties shall use all good faith
efforts  to  keep the contents of this Agreement  and  all  other
aspects of the negotiations preceding execution of this Agreement
confidential.  Unless required by law, the New PC, Dr. Gray,  and
the  MSO  and  OMEGA  shall not disclose  the  contents  of  this
Agreement or the negotiations leading to this Agreement to  third
parties  without the prior written consent of the other  parties.
The  MSO  shall ensure that all of the assignees likewise  comply
with  the obligations of confidentiality imposed by this Section,
except  that the MSO and the assignees may disclose the  contents
of  such  to  the  extent required by law or otherwise  to  their
respective agents, representatives, contractors, and employees to
the  extent  necessary  to exercise their  respective  rights  or
perform their respective obligations hereunder.

      16.  Term.  The term of this Agreement shall commence as of
the day and year first above written and shall terminate upon the
termination of the Management Services Agreement or the  exercise
(and  consummation  of  the transaction provided  for  upon  such
exercise)  of  the Put Option, the Call Option or  the  Successor
Designation  Option as to all of the Capital Stock, as  the  case
may be (the "Term").

     17.  General

           (a)   Compliance with Law.  The New PC  and  Dr.  Gray
shall comply with all applicable requirements of applicable state
law  and  regulations,  and  other  licensing  and  accreditation
authorities.

          (b)  Relationship of Parties.  In the exercise of their
respective   rights  and  the  performance  of  their  respective
obligations under this Agreement, the New PC and Dr. Gray on  the
one  hand and OMEGA and the MSO (or any assignee of the  MSO)  on
the  other  hand  are acting in the capacity of the  grantor  and
grantee of an  option to purchase or to designate the purchase of
shares of Capital Stock and nothing in this Agreement is intended
nor   shall   be   construed  to  create  an   employer/employee,
partnership,  joint  venture  or a  landlord/tenant  relationship
between or among the parties.

           (c)  Assignment.  The rights and duties of the parties
under  this Agreement may not be assigned or transferred  without
the  prior  written  consent  of the non-assigning  party,  which
consent  shall  not be unreasonably withheld; provided,  however,
that the MSO and OMEGA shall be permitted to assign its and their
respective rights and duties hereunder without the consent of Dr.
Gray  or the New PC to any person, firm or corporation controlled
by the MSO or OMEGA, controlling the MSO or OMEGA or under common
control with the MSO or OMEGA.

           (d)  Counterparts.  This Agreement, and any amendments
thereto,  may  be executed in counterparts, each of  which  shall
constitute  an  original  document,  but  which  together   shall
constitute one and the same instrument.

           (e)  Headings.  The section headings contained in this
Agreement are inserted for convenience only and shall not  affect
in any way the meaning or interpretation of this Agreement.

          (f)  Notices.  Any notice or other communication in
connection with this Agreement shall be deemed to be delivered if
in writing (or in the form of a telegram or facsimile
transmission) addressed as provided below and if either
(a) actually delivered at said address, or (b) in the case of a
letter, three business days shall have elapsed after the same
shall have been deposited in the United States mail, postage
prepaid and registered or certified, return receipt requested, or
sent by reputable overnight courier:

          If to Dr. Gray, to:

          Rodney A. Gray, D.D.S.
          4101 Caughlin Square - Suite 2
          Reno, Nevada 89509

          If to the OMEGA, to:

          Omega Orthodontics, Inc.
          3621 Silver Spur Lane
          Acton, California  93510
          Attn:   Robert Schulhof

and in any case at such other address as the addressee shall have
specified by written notice.  All periods of notice shall be
measured from the date of delivery thereof.

           (g)   Governing Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State.

           (h)  Amendment.  This Agreement may be amended at  any
time  by  agreement of the parties, provided that  any  amendment
shall be in writing and executed by the parties.

           (i)  Severability.  If any provision of this Agreement
is  held  by  a court of competent jurisdiction to be invalid  or
unenforceable,  (i)  the parties shall amend  this  Agreement  in
order to carry out the intent and essential business purposes  of
this  Agreement  as closely possible within the  requirements  of
applicable  provisions of Law as determined by such a court,  and
(ii)  the remaining provisions will nevertheless continue in full
force and effect.

           (j)  Fees and Expenses.  The New PC, Dr. Gray and  the
MSO  and  OMEGA  each  shall bear their own expenses,  including,
without limitation, attorneys' and accountants' fees, incurred in
connection  with  the  preparation  of  this  Agreement  and  the
transactions contemplated hereby.

           (k)   Exhibits  and  Schedules.  All  attachments  and
schedules  attached to this Agreement are incorporated herein  by
this  reference  and all references herein to  "Agreement"  shall
mean   this  Agreement  together  with  all  such  exhibits   and
schedules.

           (l)   Time of Essence.  Time is expressly made of  the
essence  of this Agreement in each and every provision hereof  of
which time of performance is a factor.

          (m)  Attorneys' Fees.  Should any of the parties hereto
institute  any action or proceeding to enforce this Agreement  or
any provision hereof (including without limitation, arbitration),
or  for damages by reason of any alleged breach of this Agreement
or  of  any  provision  hereof, or for a  declaration  of  rights
hereunder   (including,   without   limitation,   by   means   of
arbitration),  the  prevailing  party  in  any  such  action   or
proceeding shall be entitled to receive from the other party  all
costs  and  expenses,  including, without limitation,  reasonable
attorneys'  fees, incurred by the prevailing party in  connection
with such action or proceeding.

           (n)   Further Assurances.  The parties shall take such
actions and execute and deliver such further documentation as may
reasonably   be  required  in  order  to  give  effect   to   the
transactions contemplated by this Agreement and the intentions of
the parties hereto.

            (o)   Rights  Cumulative.   The  various  rights  and
remedies herein granted to the respective parties hereto shall be
cumulative and in addition to any other rights any such party may
be  entitled to under law.  The exercise of one or more rights or
remedies  by a party shall not impair the right of such party  to
exercise any other right or remedy, at law or equity.

     18.  Alternative Dispute Resolution.

     18.1 General.

      (a)   If a dispute arises under this Agreement which cannot
be  resolved informally by the parties, any party may invoke  the
procedures set forth in Exhibit D hereto and the parties agree to
use  these  procedures, except paragraph (b) of this Section  18,
prior  to  any  party  pursuing other  available  remedies.   The
parties  will  meet  and attempt in good  faith  to  resolve  any
controversy  or  claim  arising  out  of  or  relating  to   this
Agreement.

          (b)  Notwithstanding anything in this Section 18 to the
contrary,  nothing  in this Section 18 shall preclude  any  party
from  seeking  a  preliminary  injunction  or  other  provisional
relief, either prior to or during the proceeding provided for  in
this  section,  if in its judgment such action  is  necessary  to
avoid irreparable damage or to preserve the status quo.


           18.2  Waiver  of Jury.  With respect  to  any  dispute
arising under or in connection with this Agreement or any related
agreement,  as  to which legal action nevertheless  occurs,  each
party  hereby irrevocably waives all rights it may have to demand
a  jury  trial.  This  waiver  is  knowingly,  intentionally  and
voluntarily made by the parties and each party acknowledges  that
no  person  acting  on behalf of the other  party  has  made  any
representation of fact to induce this waiver of trial by jury  or
in  any  way modified or nullified its effect.  The parties  each
further acknowledge that it has been represented (or has had  the
opportunity  to be represented) in the signing of this  Agreement
and  in  the making of this waiver by independent legal  counsel,
selected  of  its  own  free  will,  and  that  it  has  had  the
opportunity  to  discuss this waiver with  counsel.   Each  party
further acknowledges that it has read and understands the meaning
and ramifications of this waiver provision.

                    INTENTIONALLY LEFT BLANK
                                

     IN WITNESS WHEREOF, the New PC, Dr. Gray, MSO and OMEGA have
executed  this  Agreement as of the date first above  written  by
their duly authorized representatives as set forth below.

"NEW PC"

RODNEY A. GRAY, D.D.S., M.S., LTD.,
a Nevada corporation


By:  /s/ Rodney A. Gray
     Rodney A. Gray, President


DR. GRAY


/s/ Rodney A. Gray, D.D.S.
Rodney A. Gray, D.D.S.


"MSO"

OMEGA ORTHODONTICS OF RENO, INC.
a Delaware corporation


By:  /s/ Robert J. Schulhof
      Robert J. Schulhof, President

"OMEGA"
OMEGA ORTHODONTICS, INC.,
a Delaware corporation

By:  /s/ Robert J. Schulhof
   Robert J. Schulhof, President and
     Chief Executive Officer
                   SPOUSAL JOINDER AND CONSENT


      I  am  the  spouse  of  Rodney A. Gray,  D.D.S.,  the  sole
Stockholder of Rodney A. Gray, D.D.S., M.S., Ltd.  To the  extent
that  I  have any interest in any of the Capital Stock  (as  that
term  is  defined  in  the Stock Put/Call  Option  and  Successor
Designation Agreement), I hereby join in such Agreement and agree
to  be bound by its terms and conditions to the same extent as my
spouse.   I  have  read the Stock Put/Call Option  and  Successor
Designation  Agreement, understand its terms and conditions,  and
to  the  extent  that I have felt it necessary, I  have  retained
independent  legal  counsel to advise  me  concerning  the  legal
effect  of this Stock Put/Call Option Agreement and this  Spousal
Joinder and Consent.

I  understand and acknowledge that each of the MSO and  OMEGA  is
significantly  relying  on  the validity  and  accuracy  of  this
Spousal  Joinder and Consent in entering into this Stock Put/Call
Option and Successor Designation Option Agreement.

Executed this         day of January, 1998.



Signature:


Printed or Typed Name:


                           EXHIBIT A

                       ENDODONTIC OFFICES

The offices and related leasehold improvements constituting the
Endodontic Offices are located at 4101 Caughlin Square, Suite 2,
Reno, Nevada 89509.
                            EXHIBIT B


                              STOCK

     The authorized capital stock of the New PC is 2,500 shares
of common stock, no par value.  ___________shares of the common
stock of the New PC are issued and are outstanding, all of which
shares are evidenced by Certificate No. 1 issued in the name of
Rodney A. Gray.
                                
                                
                            EXHIBIT C


                    NON-COMPETITION AGREEMENT

THIS  NON-COMPETITION AGREEMENT ("Agreement") is made as of  this
day of
_______________, ____ by and between ____________________, D.D.S.
("Dr.   _____________"),  who  is  duly  licensed   to   practice
endodontics    in    the    state    of    _____________,     and
___________________, a professional corporation  (the  "New  PC")
incorporated under the laws of the State.

       All  capitalized  terms  used  herein  and  not  otherwise
expressly defined shall have the same meanings set forth in  that
certain Stock Put/Call Option and Successor Designation Agreement
("Stock  Agreement") dated ____________, 199_ by  and  among  Dr.
__________________,  the  New  PC, Omega  Orthodontics,  Inc.,  a
Delaware   corporation  ("Omega")  and  Omega   Orthodontics   of
____________________,  Inc., a Delaware corporation  (the  "MSO")
which is a wholly owned subsidiary of Omega.
                                
                            RECITALS

      A.   Dr. _________________ is the sole owner of the Capital
Stock  of  the New PC and desires to transfer all of  his  right,
title  and  interest  in and to such Capital  Stock  pursuant  to
Section 8 of the Stock Agreement to the Purchaser.

      B.    The  Purchaser has agreed to join the Stock Agreement
and  to  enter into an employment agreement with the  New  PC  on
terms and conditions acceptable to and approved by the MSO.

     C.   As a condition to the transfer by Dr. ______________ of
his  Capital Stock to the Purchaser pursuant to Section 8 of  the
Stock  Agreement, Dr. ______________ has agreed to enter into  an
agreement  in the form of this Agreement to be delivered  to  the
New  PC  upon  the closing of the transfer of his  Capital  Stock
pursuant to Section 8 of the Stock Agreement.

      NOW,  THEREFORE, in consideration of the foregoing promises
and  other  good  and  valuable consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties  hereto
agree as follows.

      1.   Dr. _______________'s Covenants .  During the term  of
this  Agreement in the Service Area described in Section 4 below,
Dr.  __________________ shall not (directly or indirectly through
any  business,  enterprise, venture, partnership, corporation  or
any  other  entity  controlled  directly  or  indirectly  by  Dr.
_______________,  whether  alone or as  a  partner,  stockholder,
creditor or otherwise):

           (a)   Provide endodontic or other dental services,  or
engage,  participate, aid, assist, or hold any  interest  in  any
business or the provision of any managed care plan service  which
is,  or  as  of Dr. ______________'s engagement or participation,
would  become, competitive with the New PC's endodontic  practice
business;

          (b)  Engage or contract (other than with the MSO or any
of  the  MSO's   affiliates) for the provision of any  management
services  for Dr. _____________ or any person employed  or  under
contract  to Dr. ________________ (as applicable) which  are  the
same as or substantially similar to any of the services that  the
MSO or any of the MSO's affiliates furnishes;

           (c)  Solicit or assist any other person to solicit any
business relating to a competing line of business (other than for
the  New  PC  or  any  of its affiliates)  from  any  present  or
potential patient, customer (including all third party payors) of
Dr.  _________________,  the New PC or any  of  their  respective
affiliates;

           (d)   Commit any other act or assist others to  commit
any  other act which might injure the business of the New PC, the
MSO or any of their respective affiliates;

           (e)   Directly or indirectly employ, contract, solicit
or  encourage  any  employee or other person under contract  with
the  New  PC,  the MSO or any of their respective  affiliates  to
leave the employ of any such entity; and

           (f)   Directly or indirectly solicit, request, advise,
or encourage any present or future supplier, patient, customer or
employee of the New PC, the MSO or their respective affiliates to
withdraw,  curtail or cancel its business dealings with  the  New
PC,  the  MSO or their respective affiliates, or take any actions
that might impair the relations of the New PC, the MSO or any  of
their  respective  affiliates  and  their  respective  suppliers,
patients, customers, employees or others.

        2.      Dr.   _______________'s   Representations.    Dr.
______________   specifically   acknowledges,   represents,   and
warrants that: (i) his covenants set forth in this Agreement  are
being  given in connection with the sale of the Capital Stock  to
the  Purchaser pursuant to Section 8 of the Stock Agreement; (ii)
such  covenants  are  reasonable and  necessary  to  protect  the
legitimate interests of the New PC, the MSO and Omega; and  (iii)
the  New  PC, the MSO and Omega would not have consented to  such
sale  in  the  absence of such restrictions.  Dr. _______________
acknowledges   that   this   Agreement   is   subject   to    all
representations, warranties and covenants of Dr.  _______________
in the Stock Agreement.

       3.     Service  Area.   The  Service  Area  to  which  Dr.
________________'s covenants in Section 1 apply is defined as the
area  within  a  fifteen (15) mile radius (or the maximum  radius
permitted  by  law, if less) of each endodontic office  or  other
endodontic   facility  owned,  operated   or   managed   by   Dr.
________________  or  the  New  PC  now  existing  or   hereafter
established.

      4.   Term .  The term of this Agreement commences as of the
day  and  year first above written and continues for  twenty-four
(24) months.

      5.    Payment.  As consideration for Dr. ________________'s
agreement not to compete and other covenants herein, the  New  PC
shall  pay  Dr.  ________________  upon  the  execution  of  this
Agreement  by  the  New  PC the amount of  One  Thousand  Dollars
($1,000).

       6.     Remedies.  In  the  event  of  a  breach   by   Dr.
_______________ of this Agreement, the New PC shall  be  entitled
to  receive,  on behalf of the MSO, from Dr. _______________,  in
addition  to  other  remedies and not by way of  an  election  of
remedies,  liquidated damages equal in amount to the  greater  of
(a)  Dr.  _________________'s income, as shown on  the  W-2  form
prepared by the New PC for the most recent calendar year  or  (b)
$300,000.   Any  amounts received by the New PC pursuant  to  the
prior sentence shall be paid to the MSO by the New PC immediately
following  receipt by the New PC. Should a court fail to  enforce
the  liquidated damages provision set forth in the first sentence
of this
Section  6,  the parties acknowledge and agree that, absent  such
liquidated  damages,  a  breach by Dr. ________________  of  this
Agreement will cause irreparable damage to the New PC, the  exact
amount of which will be difficult to ascertain, and that remedies
at  law for any such breach will be inadequate.  Accordingly, Dr.
________________ agrees that in such case, the New  PC  shall  be
entitled to injunctive relief and Dr. _______________ agrees  not
to  assert  in  any proceeding that the New PC  has  an  adequate
remedy  at  law.  Each party shall pay its own fees and expenses,
including   attorneys  fees,  in  any  action  to  enforce   this
Agreement.

      7.    Third  Party  Beneficiaries.  The  parties  expressly
understand  and  agree  that the MSO and Omega  are  third  party
beneficiaries of this Agreement and shall be entitled to  all  of
the  rights and remedies provided herein to the New PC and  shall
be entitled to enforce the terms of this Agreement.

     8.   Miscellaneous .

           (a)  Successors and Assigns.  This Agreement shall  be
binding  upon and shall inure to the benefit of the  parties  and
their  respective  heirs (as applicable), legal  representatives,
and  permitted successors and assigns.  No party may assign  this
Agreement  or  the  rights, interests or  obligations  hereunder;
provided,  however,  that  the New  PC  may  assign  its  rights,
interests  and obligations to the MSO, Omega and their affiliates
without  the  consent of Dr. _____________.   Any  assignment  or
delegation  in contravention of this Section shall  be  null  and
void.

           (b)  Counterparts.  This Agreement, and any amendments
thereto,  may  be executed in counterparts, each of  which  shall
constitute  an  original  document,  but  which  together   shall
constitute one and the same instrument.

           (c)  Headings.  The section headings contained in this
Agreement are inserted for convenience only and shall not  affect
in any way the meaning or interpretation of this Agreement.

           (d)   Amendment.  This Agreement may  not  be  amended
except in a writing executed by all parties.

           (e)   Time of Essence.  Time is expressly made of  the
essence of this Agreement and each and every  provision hereof of
which time of performance is a factor.

           (f)  Notices.  Any notices required or permitted to be
given hereunder by any party to the other shall be in writing and
shall  be  deemed  delivered upon personal delivery;  twenty-four
(24)  hours  following  deposit  with  a  courier  for  overnight
delivery; or seventy-two (72) hours following deposit in the U.S.
Mail,  registered  or  certified mail, postage  prepaid,  return-
receipt  requested,  addressed to the parties  at  the  following
addresses  or to such other addresses as the parties may  specify
in writing:


If to Dr. ________________:        Dr. ______________________
                               ______________________
                               ______________________

If to the New PC:             ________________________
                         ________________________
                         ________________________

           (g)   Governing Law.  This Agreement shall be governed
by  and  construed in accordance with the laws of  the  State  of
Nevada.

          (h)  Severability.  If any provision or portion of this
Agreement  is  held  by a court of competent jurisdiction  to  be
invalid  or  unenforceable, the remainder of this Agreement  will
nevertheless continue in full force and effect and shall  not  be
invalidated  or  rendered unenforceable  or  otherwise  adversely
affected, unless such invalidity or unenforceability would defeat
an   essential  business  purpose  of  this  Agreement.   Without
limiting  the  generality of the foregoing, if the provisions  of
this Agreement shall be deemed to create a restriction, which  is
unreasonable as to either duration or geographical area or  both,
the parties agree that the provisions of this Agreement shall  be
enforced  for such duration and in such geographic  area  as  any
court   of  competent  jurisdiction  on  may  determine   to   be
reasonable.

           (i)  Attorneys' Fees.  Should either the New PC or Dr.
________________  institute any action or  procedure  to  enforce
this  Agreement or any provision hereof, or for damages by reason
of  any  alleged  breach of this Agreement or  of  any  provision
hereof,  or  for  a  declaration of rights  hereunder  (including
without limitation arbitration), the prevailing party in any such
action or proceeding shall be entitled to receive from the  other
party  all  costs  and  expenses,  including  without  limitation
reasonable attorneys' fees, incurred by the prevailing  party  in
connection with such action or proceeding.

      IN  WITNESS WHEREOF, the parties hereto have executed  this
Agreement of the day and year first written above.



"DR. ________________"                       "NEW PC"


_______________________________

______________________________                                By:
___________________________
                                              President





                           EXHIBIT D


           ALTERNATIVE DISPUTE RESOLUTION PROCEDURES


A.  Method of Invoking ADR Procedures

     1.   These procedures may be invoked by any party to an
agreement which incorporates these procedures by giving written
notice to the other of the dispute and designating a person with
decision-making authority (the "representative") to act on behalf
of the disputing party regarding the dispute.  The other party
shall be required to respond to the disputing party's notice
within five (5) business days by designating in writing its own
representative.  A party may choose more than one person to
represent it.  If a party appoints only one representative, one
or more of its officers may nonetheless attend such meetings.

     2.   The parties, each acting through its representative,
shall meet at a mutually acceptable time and place within five
business days after the non-disputing party designates its
representative to the other.  At that meeting, the parties shall
attempt in good faith to negotiate a resolution of the dispute,
or failing that, to agree on a method for resolving the claim or
dispute.

     3.   If, within ten (10) business days after the first
meeting or within such longer period of time as the parties may
mutually agree, the parties have not succeeded in negotiating a
resolution of the claim or dispute or agreeing on a dispute
resolution mechanism, they shall submit the dispute to mediation
in accordance with the procedures set forth herein.

     4.   The parties will jointly appoint a mutually acceptable
mediator to mediate the dispute.  If the parties are unable to
agree on a mutually acceptable mediator within five (5) days
after the conclusion of the negotiations described in paragraph 3
above, then the parties shall select a neutral third party from
the Center for Public Resources, New York, New York ("CPR")
Panels of Neutrals or the American Arbitration Association
("AAA"), with the assistance of CPR or AAA, unless the parties
agree otherwise in finding a mutually acceptable mediator.

     5.   The New PC and the MSO shall each bear 50% of the fees
and costs of the mediator and any fees and costs of CPR or AAA.

     6.   The parties agree to participate in good faith in the
mediation and negotiations related thereto for a period of thirty
(30) days from appointment of a mediator by any of the parties or
the CPR or AAA.


B.   Mediation procedures

     1.   The mediator shall be neutral and impartial.

     2.   The mediator shall control the procedural aspects of
the mediation.  The parties will cooperate fully with the
mediator.

                    (a)  The mediator is free to meet and
               communicate separately with each party.

                    (b)  The mediator will decide when to hold
               joint meetings with the parties and when to hold
               separate meetings.  There shall be no stenographic
               record of any meeting.  Formal rules of evidence
               will not apply.

                    (c)  The mediator may request that there be
               no direct communication between the parties or
               between their attorneys without the concurrence of
               the mediator.

     3.   Each party may be represented by more than one person,
e.g., one or more of its officers and an attorney.  Each party
will have a representative fully authorized to negotiate a
settlement of the dispute present.

     4.   The process will be conducted expeditiously.

     5.   The mediator will not transmit information received
from any party to another party or any third person unless
authorized to do so by the party transmitting the information.

     6.   The entire process is confidential.  The parties and
the mediator will not disclose information regarding the process,
including settlement terms, to third persons, unless the parties
otherwise agree.  The process shall be treated as a compromise
negotiation for purposes of the Federal Rules of Evidence and
state rules of evidence.

     7.   The parties will refrain from pursuing administrative
and/or judicial remedies during the mediation process, except as
otherwise expressly provided in the agreement which incorporates
these procedures.

     8.   Unless all parties and the mediator otherwise agree in
writing,

                    (a)  The mediator will be disqualified as a
               witness, consultant or expert in any pending or
               future investigation, action or proceeding
               relating to the subject matter of the mediation
               (including any investigation, action or proceeding
               which involves persons not party to this
               mediation); and

                    (b)  The mediator and any documents and
               information in the mediator's possession will not
               be subpoenaed in any such investigation, action or
               proceeding, and all parties will oppose any effort
               to have the mediator and documents subpoenaed.

     9.   If the dispute goes into arbitration, the mediator
shall not serve as an arbitrator, unless the parties and the
mediator otherwise agree in writing.

     10.  The mediator, if a lawyer, may freely express views to
the parties on the legal issues of the dispute.

     11.  The mediator shall not be liable for any act or
omission in connection with the mediation.

     12.  The mediator may withdraw at any time by written notice
to the parties (i) for overriding personal reasons, (ii) if the
mediator believes that a party is not acting in good faith, or
(iii) if the mediator concludes that further mediation efforts
would not be useful.

C.   Binding Arbitration

     If the parties do not resolve the dispute through mediation
within the period provided in Part A above, the parties shall
submit the matter to binding arbitration in Boston, Massachusetts
before a qualified sole arbitrator in accordance with the then
current CPR Rules for Non-Administered Arbitration of Business
Disputes or comparable AAA rules. The sole arbitrator shall be
agreed upon by the parties within twenty (20) days after either
party elects to submit any issue to arbitration or, failing that,
shall be selected by CPR or AAA   A qualified arbitrator is one
who is familiar with the principal subject matter of the issues
to be arbitrated such as by way of example, healthcare services
industry matters, management consulting services generally or
business law/corporate matters generally. Judgment upon the award
rendered by the arbitrator may be entered in any court having
jurisdiction.  The arbitrator shall not have the authority to
award multiple, punitive or consequential damages under any
circumstances.