ASSET PURCHASE AGREEMENT

THIS ASSET  PURCHASE  AGREEMENT  is  entered  into as of the 14th day of August,
1998, by and among Omega Orthodontics,  Inc., a Delaware  corporation  ("OMEGA")
and Richard A. Levin,  D.D.S.,  ("Dr. Levin"),  who is duly licensed to practice
orthodontics  in the States of  California  and New Mexico  (the  "States")  and
Richard A. Levin,  D.D.S.,  Inc., a  California  professional  corporation  (the
"PC").

                                    RECITALS

A. OMEGA provides professional  management and marketing services to orthodontic
and other  dental  specialty  practices  in the United  States,  which  services
include  providing  practice  management  systems,   office  space,   equipment,
furnishings and active  administrative  personnel necessary for the operation of
such practices,  and which services are provided directly or indirectly  through
management service organizations.

B. Dr. Levin owns all of the issued and outstanding shares of the PC.

C. Dr.  Levin  owns and  operates  an  orthodontic  practice  (the  "Orthodontic
Practice")  with offices  located at 5251 and 5253 Lampson  Ave,  Garden  Grove,
California (the  "Orthodontic  Offices") and furnishes  orthodontic  care to the
general public. As the owner and operator of the Orthodontic Practice, Dr. Levin
is the owner of certain personal property located at the Orthodontic  Offices, a
party  to  certain  contracts  relating  to the  Orthodontic  Practice  and  the
beneficiary of other rights related to the Orthodontic Practice.

D. Subject to the terms and conditions of this Agreement,  OMEGA, the PC and Dr.
Levin  have  determined  that it is in the best  interests  of each for OMEGA to
purchase  from Dr.  Levin  certain  of the  assets  comprising  the  Orthodontic
Practice as provided in Section 1.1 hereof.

E. Pursuant to the terms of an asset  purchase  agreement  executed on even date
herewith,  Dr.  Levin shall sell the  professional  elements of the  Orthodontic
Practice  to a  professional  Corporation  Owned  by Dr.  Clark  Schneekluth  of
Huntington  Beach, CA, "Dr.  Schneekluth")  who owns and operates an orthodontic
practice in Huntington  Beach,  and who is under a management  agreement with an
affiliate of OMEGA.

NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals  and the mutual
promises  contained herein, and for other good and valuable  consideration,  the
receipt  and   sufficiency  of  which  are  hereby   acknowledged  to  the  full
satisfaction of the parties hereto, the parties hereto agree as follows:

                           ARTICLE I. ASSET PURCHASE

1.1      Purchase; Consideration and Payment.

         At the Closing (as  hereinafter  defined)  and subject to the terms and
conditions  hereinafter  set  forth,  the PC agrees to sell,  transfer,  convey,
assign and deliver to OMEGA,  and OMEGA  agrees to purchase and acquire from the
PC and take delivery of, for the consideration  hereinafter provided, all of the
PC's right,  title and  interest in and to all of the assets of the  Orthodontic
Practice,  wheresoever  situated  and  whether or not  specifically  referred to
herein or in any instrument of conveyance delivered pursuant hereto (such assets
and rights of the PC are  collectively  referred to as the "Assets"),  excepting
therefrom  the assets  listed on  Schedule I to the Bill of Sale and  Assignment
(the "Bill of Sale") attached hereto as Exhibit D (the "Excluded  Assets"),  and
including without limitation the following Assets:

         (1) all books,  records,  machinery and equipment  used or owned by the
         Orthodontic  Practice and all other  tangible and  intangible  personal
         property  at or  related  to the  Orthodontic  Offices,  located at the
         Orthodontic  Offices, or to the Orthodontic Practice conducted therein,
         located at the Orthodontic Offices;

         (2) all Contracts (as defined below in Section 2.1);

         (3) all prepaid  claims,  prepaid taxes and other prepaid expense items
         and deferred charges,  credits,  advance  payments,  security and other
         deposits made by Dr. Levin to any other person  relating to Orthodontic
         Practice;

         (4) any rights of Dr. Levin pertaining to any  counterclaims,  set-offs
         or defenses he may have with respect to any of the liabilities  assumed
         by OMEGA; and

         (5) any other rights related in any way  whatsoever to the  Orthodontic
         Practice or the Orthodontic  Offices,  excepting those assets listed on
         Schedule 1 and further  excepting  those  rights and  obligations  that
         cannot  legally or  ethically  be held by anyone  other than a licensed
         dentist or orthodontist under applicable laws or ethical rules;

free and clear of any liens,  encumbrances,  restrictions  or claims of any kind
(other  than  those  liens,  encumbrances,  restrictions  and  claims  expressly
disclosed to OMEGA and  affirmatively  accepted by OMEGA prior to the  Closing),
without any further action on the part of any holder  thereof,  for an aggregate
consideration  (the  "Consideration")  of Three  Hundred  Twenty  Nine  Thousand
Dollars ($329,00) in cash (the "Cash Component").  Additionally,  as part of the
consideration for this transaction, Dr. Levin shall enter into a non-competition
agreement  with OMEGA and Dr.  Schneekluth  under the terms and  conditions  set
forth in Exhibit E. hereof,  and for which $250,000  dollars shall be allocated;
and the PC  shall  enter  into a  professional  consulting  agreement  with  Dr.
Schneekluth  under the terms and  conditions  set forth in Exhibit "___" hereof,
which among other terms shall  require fixed  minimum  compensation  of Eighteen
Thousand Dollars  ($18,000) of which Twelve Thousand Dollars  ($12,000) shall be
paid to the PC at closing.

1.2      Adjustment; Allocation.

         (a) The  Consideration  shall be subject to adjustments at Closing for:
         (i) prepaid and  underpaid  rent and other  lease  obligations,  if the
         leases are to be continued  after Closing,  as well as for other agreed
         normal and customary prepaid and underpaid  expenses;  (ii) any accrued
         but unpaid salaries, bonuses and other compensation,  fringe and health
         insurance benefits,  employment or payroll taxes and related employment
         obligations; and (iii) any accounts payable of the Orthodontic Practice
         which have accrued  prior to the Closing and which remain  unpaid as of
         such  time (the  "Accounts  Payable")  in excess of an amount  equal to
         one-half  (1/2)  of one  "Average"  month  of  gross  income  from  the
         Orthodontic Practice. As used herein,  Average shall mean an average of
         the gross  income of the  Orthodontic  Practice  using the last  twelve
         months prior to the end of the month immediately preceding the Closing.

         (b) The parties  hereby agree to allocate the  Consideration  among the
         Assets in  accordance  with Section  1060 of the Internal  Revenue Code
         (the  "Code") on the basis of the fair market value of the Assets as of
         the  Closing,   which  allocation  shall  be  reduced  to  writing  and
         acknowledged  by the  parties at  Closing.  The  parties  agree to file
         timely any  information  that may be required  to be filed  pursuant to
         regulations  promulgated under Section 1060(b) of the Code. The parties
         further  agree that they shall  report the federal,  state,  municipal,
         foreign and local and other tax  consequences  of the purchase and sale
         hereunder  in  a  manner  consistent  with  the  allocation  determined
         pursuant  to this  section,  and that they shall not take any  position
         inconsistent therewith in connection with any tax return, refund claim,
         litigation or otherwise.

1.3 Time and Place of Closing.

      The closing of the  transactions  contemplated  hereby  (herein called the
"Closing") shall be held at the offices of Richard M.  Blumenthal,  Esq., 5 Park
Plaza,  Suite 800,  Irvine,  California on or before August 15, 1998, or at such
other place, date or time as may be fixed by mutual agreement of the parties.

1.4 Delivery  of  Records,  Contracts;  Transfer  of  Accounts.

     At the Closing, Dr. Levin and the PC shall deliver or cause to be delivered
to OMEGA:

         (a) all of the Assets,  including without limitation,  books,  records,
         leases,  contracts,  employment  agreements,   non-compete  agreements,
         commitments and rights relating to the Orthodontic Practice,  with such
         rights of transfer so as to allow OMEGA the full benefit of the same.

         (b) Evidence of malpractice insurance coverage for the current and five
         (5) prior years naming Dr. Levin (and any successor) as a co-insured or
         otherwise  assigning  to OMEGA  and its  successor  the  full  benefits
         thereof.

         (c) any documentation  necessary for the transfer of any of the Assets,
         including  the  Bill of  Sale,  together  with  any  warranty  or other
         documentation.  Dr. Levin shall cooperate with OMEGA in the transfer of
         any utility accounts for the Orthodontic  Offices, so long as Dr. Levin
         is  reimbursed  for any  costs  incurred  as a  direct  result  of such
         cooperation.

                        ARTICLE II. ASSUMED LIABILITIES

2.1 Contracts.  For purposes of this Article II the term "Contracts"  shall mean
only those  leases,  licenses,  permits,  contracts,  subleases,  registrations,
authorizations,  commitments,  purchase orders,  contracts to purchase materials
and supplies,  and all other agreements (whether written or oral) that relate to
the Orthodontic Practice and are set forth on Exhibit Y attached hereto.

2.2 Transfer.  At the Closing, Dr. Levin and the PC shall assign and transfer to
OMEGA all of Dr.  Levin's and the PC's right,  title and  interest in and to the
Contracts  and OMEGA  shall  assume and agree to  perform  all  obligations  and
liabilities on the part of Dr. Levin and the PC under the Contracts  accruing on
and after the Closing;  provided  that to the extent that the  assignment of any
Contract is not  permitted  without the consent of the other party or parties to
such Contract,  this Agreement  shall not constitute an agreement to assign such
Contract if such consent is not given;  and provided further that Dr. Levin, the
PC and OMEGA,  as appropriate,  shall use all reasonable  efforts to obtain such
consents, it being understood that such reasonable efforts shall not include any
requirement to offer or grant financial accommodations to any third party. OMEGA
shall  reimburse  Dr.  Levin  for such  costs  incurred  as a direct  result  of
obtaining  the  aforementioned  consents.  There shall be no  adjustment  to the
purchase  price  for  the  Assets  due to the  inability  to have  any  Contract
assigned.

2.3  Assumption of Liabilities  by OMEGA.  At the Closing,  Dr. Levin and the PC
shall assign to OMEGA, and OMEGA shall assume and pay, perform and discharge the
obligations  and  liabilities  on the part of Dr.  Levin  and the PC  under  the
Contracts  arising  on and  after  the  Closing  and  no  other  liabilities  or
obligations (collectively, the "Assumed Liabilities").

2.4 No Enlargement. The assumption by OMEGA of the Assumed Liabilities shall not
enlarge any rights or remedies  of any third party under any  Contract  with Dr.
Levin or the PC.

2.5 No Other Liabilities Assumed.  OMEGA, the PC and Dr. Levin intend that OMEGA
shall not assume or be obligated to pay, perform or discharge any of the PC's or
Dr. Levin's obligations other than the Assumed Liabilities  specified in Section
2.3. Except for the Assumed Liabilities  specified in Section 2.3, OMEGA and Dr.
Levin expressly agree OMEGA is acquiring the Assets free and clear of all liens,
claims and encumbrances.

                  ARTICLE III. REPRESENTATIONS AND WARRANTIES

The  Representations  and  Warranties  of Dr.  Levin and the PC in the  attached
Schedule  1  are  hereby   incorporated  as  if  fully  set  forth  herein.  The
Representations  and  Warranties of OMEGA in the attached  Schedule 2 are hereby
incorporated  as if fully set forth herein.  Capitalized  words and  expressions
used in this  Agreement  and which are  defined in said  Schedules 1 and 2 shall
have the same meaning as they are given therein.

                       ARTICLE IV. COVENANTS OF DR. LEVIN

Dr. Levin and the PC hereby covenants and agree with OMEGA as follows:

4.1 Conduct of Business. Between the date of this Agreement and the Closing, Dr.
Levin will do the following unless OMEGA shall otherwise consent in writing:

         (a) conduct the PC's business only in the ordinary course,  and refrain
         from  changing or  introducing  any method of  management or operations
         except in the  ordinary  course of business and  consistent  with prior
         practices;

         (b) refrain from making any purchase,  sale or disposition of any asset
         or  property  other  than in the  ordinary  course  of  business,  from
         purchasing  any  capital  asset  costing  more  than  $1,000  and  from
         mortgaging, pledging, subjecting to a lien or otherwise encumbering any
         of the Assets;

         (c) refrain from  incurring  any  contingent  or fixed  obligations  or
         liabilities  except  those  that are usual and  normal in the  ordinary
         course of business;

         (d) refrain  from  offering  patients  discounts of six percent (6%) or
         more for prepayments of fees for service;

         (e) refrain from selling,  assigning or otherwise transferring accounts
         receivable to any bank, finance company or other third party;

         (f) maintain accounts payable at levels consistent with past practices;

         (g) use his best efforts to keep available his present employees and to
         preserve the goodwill of all  patients,  suppliers,  and others  having
         business relations with him;

         (h) not commit or fail to commit any act which would cause Dr. Levin to
         suffer the revocation, suspension or limitation of Dr. Levin's license;
         and

         (i) permit OMEGA and its authorized representatives to have full access
         to all properties,  assets, records, PC tax returns, records, contracts
         and documents which pertain to the orthodontic  practice and furnish to
         OMEGA  or its  authorized  representatives  such  financial  and  other
         information  with  respect to his business or  properties  as OMEGA may
         from time to time reasonably request.

4.2  Authorization  from  Others.  Prior to the  Closing,  Dr.  Levin  will have
obtained  all  assignments,  authorizations,  consents  and  permits  of  others
required to permit the  consummation by the PC and Dr. Levin of the transactions
contemplated by this Agreement.  In the event any necessary  authorizations have
not been  received,  Dr. Levin shall inform Omega  thereof and the parties shall
meet and mutually resolve such issues.

4.3 Breach of  Representations  and Warranties.  Promptly upon becoming aware of
the actual, impending or threatened occurrence of any event which would cause or
constitute a breach, or would have caused or constituted a breach had such event
occurred  or been  known  to them  prior  to the  date  hereof,  of any of their
representations  and warranties  contained in or referred to in this  Agreement,
Dr. Levin and the PC shall give detailed  written notice thereof to OMEGA to and
shall use his best efforts to prevent or promptly remedy the same.

4.4 Consummation of Agreement. Dr. Levin and the PC shall use their best efforts
to perform and fulfill all conditions  and  obligations on his or its part to be
performed and fulfilled under this Agreement,  to the end that the  transactions
contemplated by this Agreement shall be fully carried out.

                         ARTICLE V. COVENANTS OF OMEGA.

OMEGA hereby covenants and agrees with Dr. Levin as follows:

5.1 Authorization from Others.  Prior to the Closing,  it will have obtained all
authorizations,   consents  and  permits  of  others   required  to  permit  the
consummation by it of the transactions contemplated by this Agreement.

5.2  Consummation  of  Agreement.  It shall use its best  efforts to perform and
fulfill all conditions and  obligations on its part to be performed or fulfilled
under this  Agreement,  to the end that the  transactions  contemplated  by this
Agreement shall be fully carried out.

5.3 Breach of  Representations  and Warranties.  Promptly upon becoming aware of
the actual, impending or threatened occurrence of any event which would cause or
constitute a breach,  of would been known to it prior to the date hereof, of any
of its  representations  and  warranties  contained  in or  referred  to in this
Agreement, OMEGA shall give detailed written notice thereof to Dr. Levin and the
PC and shall use its best efforts to prevent or promptly remedy the same.

                 ARTICLE VI. CONDITIONS TO OBLIGATIONS OF OMEGA

The  obligations  of OMEGA to consummate  this  Agreement  and the  transactions
contemplated  hereby are subject to the condition  that on or before the Closing
the actions required by this Article VI will have been accomplished.

6.1  Representations;  Warranties;  Covenants.  Each of the  representations and
warranties  of the PC and Dr.  Levin  contained  in Schedule 1 shall be true and
correct as though made on and as of the Closing,  and the PC and Dr. Levin shall
have performed all of his obligations hereunder which by the terms hereof are to
be performed on or before the Closing.

6.2 PC. Dr. Levin shall have  furnished to OMEGA (i) a certificate  of the State
Secretary of State as to the legal existence and  professional  corporation good
standing of the PC; and (ii) a copy of the  resolutions  adopted by the board of
directors and stockholders of PC authorizing and approving the sale of the PC.

6.3 Non-competition Agreement. Dr. Levin shall have executed the non-competition
agreement attached as Exhibit E.

6.4 [INTENTIONALLY OMITTED]

6.5  Absence  of  Certain  Litigation.   There  shall  not  be  any  injunction,
restraining  order or order  of any  nature  issued  by any  court of  competent
jurisdiction  which  directs that this  Agreement  or any  material  transaction
contemplated hereby shall not be consummated as herein provided, or suit, action
or other  proceeding  which in the  reasonable  opinion of counsel  for OMEGA is
likely to result in the  restraint or  prohibition  of the  consummation  of any
material transaction contemplated hereby.

6.6  Notices.  Dr.  Levin shall,  at OMEGA's and Dr.  Schneekluth's  request and
expense,  notify all  patients  and  obligors of the  transactions  contemplated
hereunder  pursuant to notice in a form  mutually  acceptable to the parties and
which is comparable in scope to the form attached hereto as Exhibit C.

6.7 Financial  Condition.  The financial  condition of the Orthodontic  Practice
shall not be materially  adversely  different from the Financial  Statement,  as
determined by OMEGA.  During the period from the date of the Financial Statement
to the  Closing,  there shall not have been any material  adverse  change in the
financial  condition,  results  of  operations,  business  or  prospects  of the
Orthodontic Practice,  nor any material loss or damage to the Assets, whether or
not insured, which materially affects the ability of the Orthodontic Practice to
conduct its  business.  Dr. Levin shall have  delivered to OMEGA a  certificate,
dated as of the date of Closing,  to the  foregoing  effect,  and further to the
effect that there are no Accounts Payable or other liabilities as of the date of
Closing that are not reflected on the Financial Statement other than those which
have been  disclosed  in writing to and  accepted  in writing by OMEGA and which
incurred  since the date of the  Financial  Statement in the ordinary  course of
business.

6.8 Due Diligence. OMEGA, acting in good faith and in its sole discretion, shall
be reasonably  satisfied  with the results of its "Due  Diligence" on the PC and
the  Orthodontic  Practice  as not  reflecting  any  data or  information  which
individually or in the aggregate, if previously disclosed,  would have indicated
that there was a material adverse change in the professional status of Dr. Levin
or the business of the Orthodontic Practice or in the condition of the Assets or
the prospects  (financial or  otherwise)  of the  Orthodontic  Practice from the
information  provided  prior to the date hereof.  As used herein,  Due Diligence
shall mean,  without  limitation,  the results of any investigations or analyses
conducted  by or on behalf of OMEGA  (financial  or  otherwise)  related  to, or
otherwise  deemed  material  by  OMEGA,  regarding  the PC and  the  Orthodontic
Practice,  including  location of the Orthodontic  Offices and its demographics,
the  leases,   the  Equipment,   insurance,   licensing,   malpractice   issues,
liabilities, compliance with laws and regulations and health surveys.

              ARTICLE VII. CONDITIONS TO OBLIGATIONS OF DR. LEVIN

The  obligations  of Dr. Levin and the PC to consummate  this  Agreement and the
transactions  contemplated hereby are subject to the condition that on or before
the  Closing  the  actions   required  by  this   Article  VII  will  have  been
accomplished.

7.1  Representations;  Warranties;  Covenants.  Each of the  representations and
warranties of OMEGA  contained in Schedule 2 shall be true and correct as though
made  on and  as of the  Closing  and  OMEGA  shall  have  performed  all of its
obligations hereunder which by the terms hereof are to be performed on or before
the Closing.

7.2  Non-competition   Agreement.   OMEGA  and  Dr.  Schneekluth's  professional
Corporation  shall have  executed  the  non-competition  agreement  attached  as
Exhibit "E"

7.3  Professional   Consulting   Agreement.   Dr.   Schneekluth's   professional
corporation shall have executed the Professional  Consulting  Agreement attached
hereto as Exhibit "___"

7.4 Escrow. Dr. Schneekluth and Dr. Levin shall have concurrently  closed escrow
at Hallmark Escrow,  Mission Viejo,  California,  Escrow No. 10028,  whereby Dr.
Schneekluth  shall  purchase a vendee's  interest in real property  owned by Dr.
Levin, and his spouse, which real property comprises the Orthodontic Offices.

7.5 Professional  Practice Assets. Dr.  Schneekluth's  professional  corporation
shall have executed all  documents,  including the  professional  practice asset
purchase  agreement  attached  hereto  as  Exhibit  "__"  and  paid  all  agreed
consideration  to the PC in  order to  concurrently  purchase  all  professional
practice assets of Dr. Levin and the PC as described therein.

7.6  Absence  of  Certain  Litigation.   There  shall  not  be  any  injunction,
restraining  order or order  of any  nature  issued  by any  court of  competent
jurisdiction  which  directs that this  Agreement  or any  material  transaction
contemplated hereby shall not be consummated as herein provided, or suit, action
or other  proceeding  which in the reasonable  opinion of counsel for the PC and
Dr.  Levin  is  likely  to  result  in  the  restraint  or  prohibition  of  the
consummation of any material transaction contemplated hereby.

                    ARTICLE VIII. OBLIGATIONS AFTER CLOSING

8.1      [INTENTIONALLY OMITTED]

8.2 Books and  Records.  OMEGA  shall  permit Dr.  Levin,  his  accountants  and
attorneys,  reasonable  access to such  books and  records  for the  purpose  of
preparing such tax returns of the PC, Dr. Levin and the Orthodontic  Practice as
may be  reasonably  requested  after the Closing and for other  proper  purposes
reasonably approved by OMEGA.

8.3  License.  Dr.  Levin shall  maintain  all  licenses  necessary  to practice
orthodontics  in the State of California  until August 14, 1999. Dr. Levin shall
not commit or fail to commit any act which  would  cause Dr.  Levin or the PC to
suffer the  revocation,  suspension  or  limitation  of Dr.  Levin's or the PC's
license prior to August 14, 1999.

                          ARTICLE IX. INDEMNIFICATION

9.1  Indemnification  By Dr. Levin and the PC.  Subject to the  limitations  set
forth in Section  9.3,  Dr.  Levin  agrees to defend,  indemnify  and hold OMEGA
harmless  from  and  against  any  damages,  liabilities,  losses  and  expenses
(including  reasonable  counsel fees) of any kind or nature whatsoever which may
be  sustained  or suffered  by OMEGA based upon a breach of any  representation,
warranty or covenant  made by Dr.  Levin in this  Agreement  or in any  exhibit,
certificate,  schedule or financial statement delivered hereunder,  or by reason
of any claim,  action or proceeding  asserted or  instituted  growing out of any
matter or thing covered by such representations, warranties or covenants.

9.2  Indemnification  By OMEGA.  Subject to the limitations set forth in Section
9.3,  OMEGA agrees to defend,  indemnify and hold the PC and Dr. Levin  harmless
from and against such damages, liabilities,  losses and expenses of which may be
sustained  or  suffered  by the PC or  Dr.  Levin  based  upon a  breach  of any
representation,  warranty or covenant made by OMEGA in this  Agreement or in any
exhibit, certificate, schedule or financial statement delivered hereunder, or by
reason of any claim,  action or proceeding asserted or instituted growing out of
any matter or thing covered by such representations, warranties or covenants.

9.3  Exclusions.  Notwithstanding Sections 9.1 and 9.2:

(a) no  indemnification  shall be  payable to the extent any claim is covered by
insurance; and

(b) no  indemnification  shall be payable with respect to claims  asserted  more
than five (5) years after the Closing.

9.4 Notwithstanding anything to the contrary contained in this Agreement, or any
Schedule or Exhibit  hereto,  in no event  OMEGA,  its  officers,  directors  or
employees, or Dr. Levin, or the PC of any of their respective heirs, successors,
assignees, personal representatives, directors officers, shareholders, agents or
employees,  be  liable  for  any  form  of  indirect,   special,  incidental  or
consequential  damages,   whether  such  damages  arise  in  contract  or  tort,
irrespective of fault, negligence or strict liability.

                            ARTICLE X. MISCELLANEOUS

10.1     Termination.

(a) At any time prior to the Closing,  this  Agreement may be terminated  (i) by
mutual  consent of the parties  with the approval of their  respective  board of
directors   or   members,   (ii)  by  either  if  there  has  been  a   material
misrepresentation,  breach of  warranty or breach of covenant by the other party
in its  representations,  warranties  and covenants  set forth herein,  (iii) by
OMEGA if the conditions stated in Article VI have not been satisfied at or prior
to the  Closing,  or (iv) by Dr. Levin if the  conditions  stated in Article VII
have not been satisfied at or prior to the Closing.

(b) [INTENTIONALLY OMITTED]

10.2  Survival  of  Warranties  and  Other  Obligations.   All  representations,
warranties,  agreements,  covenants and  obligations  herein or in any schedule,
exhibit,  certificate  or financial  statement  delivered by either party to the
other party incident to the transactions contemplated hereby are material, shall
be deemed to have been  relied  upon by the other  party and shall  survive  the
Closing  regardless of any  investigation and shall not merge in the performance
of any obligation by either party hereto.

10.3 Fees and Expenses. Each of the parties will bear its or his own expenses in
connection  with  the  negotiation  and  the  consummation  of the  transactions
contemplated by this Agreement.

10.4  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. Levin, to:

                  Dr. Richard A. Levin
                  19276 Seabrook Ave.
                  Huntington Beach, CA 92648

                  With a copy to: Richard Blumenthal, Esq.
                  5 Park Plaza, Suite 800
                  Irvine, CA 92614

                  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.

10.5 Entire  Agreement.  This  Agreement  (including  all  exhibits or schedules
appended  to  this  Agreement  and  all  documents  delivered  pursuant  to  the
provisions of this  Agreement,  all of which are hereby  incorporated  herein by
reference)  constitutes  the  entire  agreement  between  the  parties,  and all
promises,  representations,   understandings,  warranties  and  agreements  with
reference to the subject  matter  hereof and  inducements  to the making of this
Agreement relied upon by my party hereto, have been expressed herein or therein.

10.6 Binding  Agreement,  Successors.  This Agreement shall be binding upon, and
shall be  enforceable  by and inure to the benefit of, the parties  named herein
and their  respective  successors  and  assigns;  provided,  however,  that this
Agreement may not be assigned by either of the parties without the prior written
consent of the other party which will not be unreasonably withheld.

10.7  Confidentiality.  As used  herein,  "Confidential  Information"  means any
information  or data  that a party  has  acquired  from  another  party  that is
confidential or not otherwise available to the public,  whether oral or written,
including  without  limitation  any  analyses,  computations,  studies  or other
documents  prepared  from  such  information  or data  by or for the  directors,
officers, employees, agents or representatives of such party (collectively,  the
"Representatives"), but excluding information or data which (i) became available
to the  public  other  than  as a  result  of  such  party's  violation  of this
Agreement,  (ii)  became  available  to such party from a source  other than the
other party if that  source was not bound by a  confidentiality  agreement  with
such other party and such source lawfully  obtained such information or data, or
(iii) is required to be disclosed by  applicable  law,  provided  that  promptly
after being compelled to disclose any such  information or data, the party being
so compelled shall provide prompt notice thereof to the other party so that such
other party may seek a protective order or other appropriate  remedy. Each party
covenants and agrees that it and its Representatives shall keep confidential and
shall not disclose all Confidential  Information,  except to its Representatives
and lenders who need to know such information and agree to keep it confidential.
Each  party  shall  be  responsible  for any  breach  of this  provision  by its
Representatives.  In the event that the Closing does not occur,  each party will
promptly  return to the other all  copies  of such  other  party's  Confidential
Information.

10.8 Governing Law; Severability. This Agreement shall be deemed a contract made
under the laws of the State of  California  and,  together  with the  rights and
obligations of the parties  hereunder,  shall be construed under and governed by
the laws of such state.  Subject to Section  10.12 below,  the parties  agree to
submit to the  jurisdiction  of any state or  federal  court  located  in Orange
County,  California. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
hereof.

10.9  Referrals.  Nothing in this  Agreement  shall be  construed as an offer or
payment to the other  party or any  affiliate  of the other party of any cash or
other  remuneration  whether  directly  or  indirectly,   overtly  or  covertly,
specifically  for  patient  referrals  or  for  recommending  or  arranging  the
purchase,  lease  or  order  of any item or  service.  The  Consideration  to be
received upon the Closing  represents the fair market value of the Assets and is
not in any way related to or dependent  upon  referrals by and between OMEGA and
Dr. Levin.

10.10 Further Assurances.  Following the execution of this Agreement,  Dr. Levin
and OMEGA each agrees:

(a)  to  deliver  such  other  instruments  of  title,  certificates,  consents,
endorsements,  assignments,  assumptions and other documents or instruments,  in
form reasonably  acceptable to the party requesting the same and its counsel, as
may be reasonably necessary to carry out and/or to comply with the terms of this
Agreement, and the transactions contemplated herein;

(b) to confer on a regular basis with the other, report on material  operational
matters  and  promptly  advise  the other  orally or in writing of any change or
event resulting in or which,  insofar as can reasonably be foreseen could result
in, a material adverse effect on such party or which would cause or constitute a
material breach of any of the  representations,  warranties or covenants of such
party contained herein; and

(c) to provide the other (or its  counsel)  promptly  with copies of all filings
made by such party with any state or federal  governmental  entity in connection
with this Agreement or the transactions contemplated hereby.

10.11  Counterparts;  Section Headings;  Gender. This Agreement may be executed,
accepted and delivered in any number of counterparts, but all counterparts shall
together  constitute but one and the same  instrument.  The  underlined  section
headings  are  inserted  for  convenience  of  reference  only and are not to be
construed as part of this  Agreement.  The use of the masculine or neuter gender
includes each of the other genders.

10.12  Arbitration.  In the event of any dispute  arising out of,  related to or
collateral with this Agreement,  said dispute shall be submitted to the American
Arbitration  Association  for mandatory,  binding  arbitration in Orange County,
California,  pursuant  to the  rules  of the  American  Arbitration  Association
("AAA")  then in effect for the  resolution  of  commercial  disputes.  Only one
arbitrator shall be appointed pursuant to said rules.  Administrative  costs and
expenses of the arbitration  shall be shared equally by Omega and Dr. Levin. The
parties shall be entitled to conduct  discovery in accordance with the AAA rules
then in effect. The arbitrator shall, in rendering an award,  consider and apply
California Law. The decision of the arbitrator  shall be final and binding.  The
arbitrator  shall  have the  authority  to  award  attorney  fees  and  costs of
arbitration to the prevailing party.  However,  the arbitrator shall be bound by
the terms and  conditions  of this  agreement and shall not be entitled to award
any form of indirect,  special or consequential  damages of any kind. Should any
litigation  be commenced  between the parties to compel  arbitration  (including
proceedings  in  trial  and  appellate  courts)  or to  confirm  an award of the
arbitrator  (including  proceedings  in trial and  appellate  courts) or for any
other reason related to this Agreement,  the party prevailing in such litigation
shall be entitled to attorneys' fees and court costs incurred in connection with
such litigation.

<PAGE>
IN WITNESS  WHEREOF the parties hereto have caused this Agreement to be executed
as of the date set forth above by their duly authorized representatives.

                                 RICHARD A. LEVIN D.D.S. INC.,


                                 By: Richard A. Levin, D.D.S., President

                                 By:___________________________
                                 Nancy M. Levin, Secretary


                                 RICHARD A. LEVIN D.D.S.



                                 By:___________________________
                                 Richard A. Levin, D.D.S.


                                 OMEGA ORTHODONTICS, INC.

                                 By:___________________________
                                    Printed Name: Robert J. Schulhof
                                    Its President and Chief Executive Officer


                                 OMEGA ORTHODONTICS, INC.

                                 By:___________________________
                                    Printed Name: Edward M. Mulherin
                                    Chief Financial Officer

<PAGE>
                                   Exhibit A

                              Financial Statement

[DR. LEVIN PROVIDE]

<PAGE>
                                   Exhibit C

                                     Notice
<PAGE>
                                   Exhibit D

                          BILL OF SALE AND ASSIGNMENT

         The undersigned, Richard A. Levin, D.D.S., ("Dr. Levin") and Richard A.
Levin, Inc., a California Professional  Corporation ("PC") for good and valuable
consideration,  the receipt  and  sufficiency  of which is hereby  acknowledged,
hereby sells,  assigns,  transfers,  delivers and conveys to Omega Orthodontics,
Inc.,  a  Delaware  corporation,  having a usual  place of  business  in  Acton,
California ("OMEGA"), all of his and its right, title and interest in and to all
of the assets of the orthodontic  practice operated by Dr. Levin and the PC (the
"Orthodontic Practice") at 5251 and 5253 Lampson Ave, Garden Grove,  California,
wheresoever  situated and whether or not  specifically  referred to herein (such
assets and rights of Dr.  Levin and the PC are  collectively  referred to as the
"Assets"),  excepting  therefrom the assets listed on Schedule I (the  "Excluded
Assets"),  attached  hereto  and  made  a part  hereof,  and  including  without
limitation, the following Assets:

         (a) all books, records, machinery and equipment ("Equipment"),  used or
owned  by the  Orthodontic  Practice,  and all  other  tangible  and  intangible
personal  property  at or related  to the  Orthodontic  Offices,  located at the
Orthodontic Offices, or to the Orthodontic  Practice conducted therein,  located
at the Orthodontic Offices

         (b) all leases, licenses, permits, contracts, subleases, registrations,
authorizations,  commitments,  purchase orders, contracts to purchase materials,
contracts  to  perform or  receive  services  (including  work in  process)  and
supplies,  and all other  agreements  (whether  written or oral) relating to the
Orthodontic Practice listed on the attached Exhibit Y (the "Contracts");

         (c) all prepaid  claims,  prepaid taxes and other prepaid expense items
and deferred charges,  credits,  advance  payments,  security and other deposits
made by Dr. Levin to any other person relating to the Orthodontic Practice;

         (d) any rights of Dr. Levin pertaining to any  counterclaims,  set-offs
or defenses he may have with respect to any of the liabilities assumed by OMEGA;
and

         (e) any other rights related in any way  whatsoever to the  Orthodontic
Practice or the Orthodontic Offices, excepting those assets listed on Schedule 1
and further  excepting  those  rights and  obligations  that  cannot  legally or
ethically be held by anyone other than a licensed dentist or orthodontist  under
applicable laws or ethical rules.

         Dr. Levin and the PC represent that each has good and marketable  title
in fee simple to all of the Assets,  free of liens and encumbrances.  All of the
Assets are in good repair, have been well maintained, substantially conform with
all applicable  ordinances,  regulations and zoning or other laws. The Equipment
is in good working order,  except as stated on Schedule II,  attached hereto and
made a part hereof.  OMEGA hereby  acknowledges and agrees that it is purchasing
and accepting all of the Assets in an "AS-IS" condition as of this date, without
any representations or warranties as to the condition thereof.

         OMEGA  assumes  and agrees to pay,  perform and  discharge  OMEGA shall
assume and pay,  perform and discharge the  obligations  and  liabilities on the
part of Dr.  Levin  and the PC under  the  Contracts  arising  on and  after the
Closing and no other  liabilities  or  obligations  (collectively,  the "Assumed
Liabilities").

         The  assumption by OMEGA of the Assumed  Liabilities  shall not enlarge
any rights or remedies of any third party under any  Contract  with Dr. Levin or
the PC.

         OMEGA and Dr.  Levin intend that OMEGA shall not assume or be obligated
to pay,  perform or discharge any of the PC's or Dr. Levin's  obligations  other
than the Assumed Liabilities.  Except for the Assumed Liabilities, OMEGA and Dr.
Levin  expressly  agree that OMEGA is acquiring the Assets free and clear of all
liens, claims and encumbrances.

<PAGE>
This Bill of Sale and  Assignment is executed and  delivered in connection  with
the  Affiliation  Agreement  and Asset  Purchase  Agreement  entered into by and
between the PC, Dr. Levin and OMEGA dated as of August ___, 1998.

         WITNESS the execution under seal as of this ____ day of August, 1998.


                                    RICHARD A. LEVIN D.D.S., INC.


                                    By:___________________________
                                    Richard A. Levin, D.D.S. President


                                    By:___________________________
                                    Nancy M. Levin, Secretary


                                    RICHARD A. LEVIN D.D.S.


                                    By:___________________________
                                    Richard A. Levin, D.D.S.


ACCEPTED:

OMEGA ORTHODONTICS, INC.

By:      ____________________
         Robert Schulhof, President

By:      ____________________
         Edward Mulherin, CFO

<PAGE>
Schedule I

Excluded Assets

1.  All cash in all Dr. Levin and P.C. bank accounts

2.  Three (3) items of furniture:

    (a) "Oak wash stand" in waiting room
    (b) "Oak display cabinet" in waiting room
    (c) "Cherrywood antique dental cabinet" in consulting room

3.  Two (2) lap-top computers (not in office)

4.  Three (3) cellular telephones

5.  Two (2) pagers

6.  1998 Lexus (leased by P.C.)

7.  Any and all cameras and photographic equipment

8.  All work-in-progress agreements with PC patients (as shown on patient
    cards provided to OMEGA).
<PAGE>
Exhibit Y

List of Contracts

None.
<PAGE>
Schedule 1

Representations and Warranties of
Dr. Levin and the PC to OMEGA

     Dr. Levin and the PC hereby represents and warrants to OMEGA as follows:

     1. The Orthodontic  Practice.  The Assets of the  Orthodontic  Practice are
owned 100% by Dr.  Levin and the PC. Dr. Levin and the PC have the full power to
conduct business as currently  conducted by the Orthodontic  Practice and to own
and lease the property he and it purports to own.

     2. Authorization of Transaction. All necessary action has been taken by Dr.
Levin and the PC to authorize the execution of this Agreement by Dr. Levin,  and
the delivery and performance of this Agreement and the transactions contemplated
hereby, and this Agreement is the valid and binding obligation of the PC and Dr.
Levin, enforceable against the PC and Dr. Levin in accordance with its terms.

     3. Present  Compliance with  Obligations  and Laws.  Except as disclosed on
Exhibit  X  attached  to this  Schedule,  there  is not:  (a) a  default  in the
performance  of any  obligation,  agreement or condition of any debt  instrument
from the PC and Dr.  Levin  which  (with or without  the  passage of time or the
giving of notice)  affords to any person the right to  accelerate  any  material
indebtedness  or  terminate  any  right;  (b) a default of or breach of (with or
without the passage of time or the giving of notice) any other contract to which
the PC and Dr.  Levin is a party or by which  either of them or the  Assets  are
bound;  or (c) any  violation of any law,  regulation,  administrative  order or
judicial order applicable to Dr. Levin, the PC or the Assets.

     4. No Conflict of Transaction with Obligations and Laws.

     (a) Neither the execution,  delivery and performance of this Agreement, nor
the performance of the transactions contemplated hereby, will: (i) conflict with
or  constitute  (with or without  the passage of time or the giving of notice) a
breach of, or default under,  any debt instrument to which Dr. Levin is a party,
or give any person the right to  accelerate  any  indebtedness  or terminate any
right; (ii) constitute (with or without the passage of time or giving of notice)
a default  under or breach of any other  agreement,  instrument or obligation to
which Dr.  Levin is a party or by which he or the  Assets  are  bound;  or (iii)
result in a violation of any law,  regulation,  administrative order or judicial
order applicable to Dr. Levin, the PC or the Assets.

     (b) Except as  disclosed on the attached  Exhibit X to this  Schedule,  the
execution,  delivery and  performance  of this  Agreement  and the  transactions
contemplated hereby by Dr. Levin and the PC do not require the consent,  waiver,
approval,  authorization,  exemption of or giving of notice to any  governmental
authority.

     5. Investigations and Licenses.

     (a) Dr. Levin has all necessary  licenses to practice  orthodontics  in the
state of California.

     (b) Dr.  Levin is not  subject to any  investigation,  whether  threatened,
current or pending,  under which Dr.  Levin may be required to forfeit or suffer
the  revocation,  suspension or limitation  of Dr.  Levin's  license to practice
orthodontics  and  Dr.  Levin  is  not  subject  to any  investigation,  whether
threatened, current or pending by a commercial third-party payor.

     6.  Financial  Statement.  Attached  as Exhibit A to the  Agreement  is the
Financial Statement of the PC. To the best knowledge of Dr. Levin, the Financial
Statement is complete and correct and fairly  presents in all material  respects
the  financial  position  of the  Orthodontic  Practice  as at the  date of such
statement  and the  results of its  operations  for the period  then  ended,  in
accordance with generally accepted accounting  principles  consistently  applied
throughout the periods covered thereby for the periods covered thereby.

     7. Property; Liens; Condition.

     (a) Except as set forth on Exhibit X to this Schedule,  the PC or Dr. Levin
has  good  and  marketable  title  to  all  of  the  Assets,  including  without
limitation, all personal property,  machinery and equipment used or owned by the
Orthodontic  Practice (the  "Equipment"),  free of liens and  encumbrances  (the
"Property").  All the Property owned or leased by the PC is in good repair,  has
been well  maintained,  substantially  conforms with all applicable  ordinances,
regulations  and zoning or other laws.  The Equipment is in good working  order,
except as stated on Schedule II, attached  hereto and made a part hereof.  OMEGA
hereby  acknowledges  and agrees that it is purchasing  and accepting all of the
Assets in an "AS-IS" condition as of this date,  without any  representations or
warranties as to the condition thereof..

     (b) No other  practice or person owns any of the assets  necessary  for the
operation of the Orthodontic Practice. The Orthodontic Practice does not operate
any of its practice through any other entities or persons.

     9. Payment of Taxes. The PC has filed all federal,  state and local income,
excise or franchise tax returns,  real estate and personal property tax returns,
sales and use tax  returns  and other tax  returns  required to be filed and has
paid all taxes owing except taxes which have not yet accrued or otherwise become
due for which adequate provision has been made in the Financial  Statement.  All
transfer,  excise or other taxes payable by reason of the purchase of the Assets
pursuant to this Agreement shall be paid or provided for by the PC and Dr. Levin
after the Closing out of the  Consideration to be received upon  consummation of
this Agreement.

     10. Absence of Undisclosed Liabilities and Changes.

     (a) As of the date of the Financial Statement, to the best knowledge of Dr.
Levin,  The PC had no  liabilities  of any nature,  whether  accrued,  absolute,
contingent or otherwise  (including without limitation  liabilities as guarantor
or otherwise with respect to obligations of others, or liabilities for taxes due
or then accrued or to become due) relating to the Orthodontic  Practice,  except
(i)  liabilities  stated  or  adequately   reserved  against  on  the  Financial
Statement,  (ii)  liabilities  not in excess of $5,000  arising in the  ordinary
course  of  business  since  the  date of the  Financial  Statement,  and  (iii)
liabilities  disclosed in Exhibit X to this  Schedule.  To the best knowledge of
Dr. Levin there is no fact which  materially  adversely  affects,  or may in the
future (so far as can now be reasonably  foreseen)  materially adversely affect,
the business,  properties,  operations or condition of the Orthodontic  Practice
which  has not  been  specifically  disclosed  herein  or in  Exhibit  X to this
Schedule.

     (b) Except as  disclosed in Exhibit X to this  Schedule,  since the date of
the Financial Statement there has not been:

          (i)  any  change  in  the  financial  condition,  properties,  assets,
     liabilities,  business or operations  of the  Orthodontic  Practice,  which
     change by itself or in conjunction with all other such changes,  whether or
     not arising in the ordinary course of business, has been materially adverse
     with respect to the Orthodontic Practice;

          (ii) any mortgage,  encumbrance or lien placed on any of the Property,
     or the property  subject to any lease, or which remains in existence on the
     date hereof or at the time of Closing; or

          (iii) any  obligation or liability  incurred by The PC or by Dr. Levin
     relating to the Orthodontic Practice other than obligations and liabilities
     incurred in the  ordinary  course of business  and  disclosed  on Exhibit X
     attached to this Schedule.

     11. Litigation. Except for matters described on Exhibit X to this Schedule,
there is no action, suit, claim,  proceeding or investigation pending or, to the
knowledge  of Dr.  Levin,  threatened  against the  Orthodontic  Practice or Dr.
Levin,  at law or in equity,  or before or by any Federal,  state,  municipal or
other   governmental   department,   commission,   board,   bureau,   agency  or
instrumentality  or  governmental  inquiry  pending or, to the  knowledge of Dr.
Levin,  threatened  against or involving Dr. Levin or the Orthodontic  Practice,
and to the best the  knowledge  of Dr.  Levin,  there is no basis for any of the
foregoing,  and there are no outstanding court orders,  court decrees,  or court
stipulations  to which the  Orthodontic  Practice or Dr.  Levin is a party which
question this Agreement or affect the transactions contemplated hereby, or which
will  result  in any  materially  adverse  change in the  business,  properties,
operations,  prospects,  assets or in the condition,  financial or otherwise, of
Dr. Levin or the Orthodontic Practice.

     12. Insurance.  Dr. Levin has possessed occurrence  professional  liability
coverage for the five (5) years prior to the date of this  Agreement  protecting
the  Orthodontic  Practice  and Dr.  Levin  from  any  professional  malpractice
liability that might arise because of the Orthodontic  Practice's or Dr. Levin's
practice activities over the preceding five (5) years.

<PAGE>
EXHIBIT X

                       Exceptions to Representations and
                           Warranties of Dr. Levin to
                                     OMEGA

DR. LEVIN AND COUNSEL PROVIDE, IF ANY

None.


<PAGE>
Schedule 2

Representations and Warranties of
OMEGA to Dr. Levin

     OMEGA hereby represents and warrants to Dr. Levin as follows:

     1. Organization of OMEGA. That it is a corporation duly organized,  validly
existing and in good  standing  under the laws of Delaware  with full  corporate
power to own or lease its  properties  and to conduct its business in the manner
and in the places where such  properties are owned or leased or such business is
conducted by it.

     2.  Authorization  of  Transaction.  All  necessary  action,  corporate  or
otherwise,  has been  taken  by it to  authorize  the  execution,  delivery  and
performance  of this  Agreement,  and  this  Agreement  is a valid  and  binding
obligation of it enforceable against it in accordance with its terms, subject to
laws of general application affecting creditor's rights generally.

     3.  Litigation.  There is no  litigation  or other legal or  administrative
proceeding  pending  or, to its  knowledge,  threatened  against it which  would
prevent or hinder the  consummation  of the  transactions  contemplated  by this
Agreement.

     4. No Conflict of Transaction with Obligations and Laws.

     (a) Neither the execution,  delivery and performance of this Agreement, nor
the performance of the transactions contemplated hereby, will: (i) conflict with
or  constitute  (with or without  the passage of time or the giving of notice) a
breach of, or default under,  any debt  instrument to which OMEGA is a party, or
give any person the right to accelerate any indebtedness or terminate any right;
(ii)  constitute  (with or  without  the  passage of time or giving of notice) a
default  under or breach of any other  agreement,  instrument  or  obligation to
which  OMEGA is a party or by which its Assets are bound;  or (iii)  result in a
violation  of any  law,  regulation,  administrative  order  or  judicial  order
applicable to OMEGA.

     5.  Financial  Statement.  Attached as Exhibit AA to the  Agreement  is the
Financial  Statement  (10-K)  of OMEGA.  To the best  knowledge  of  OMEGA,  the
Financial  Statement is complete and correct and fairly presents in all material
respects the  financial  position of OMEGA as at the date of such  statement and
the results of its  operations  for the period then ended,  in  accordance  with
generally accepted  accounting  principles  consistently  applied throughout the
periods covered thereby for the periods covered thereby.

     6. Absence of Undisclosed  Liabilities and Changes.  Except as disclosed in
Exhibit X to this  Schedule,  since the date of the Financial  Statement  (10-K)
there has not been any change in the financial  condition,  properties,  assets,
liabilities,  business  or  operations  of OMEGA,  which  change by itself or in
conjunction with all other such changes,  whether or not arising in the ordinary
course of business, has been materially adverse with respect to OMEGA;

     7. Litigation.  Except for matters described on Exhibit X to this Schedule,
there is no action, suit, claim,  proceeding or investigation pending or, to the
knowledge of OMEGA,  threatened against OMEGA, at law or in equity, or before or
by any Federal, state, municipal or other governmental  department,  commission,
board, bureau,  agency or instrumentality or governmental inquiry pending or, to
the knowledge of OMEGA,  threatened  against or involving OMEGA, and there is no
basis for any of the foregoing, and there are no outstanding court orders, court
decrees,  or court  stipulations  to which OMEGA is a party which  question this
Agreement or affect the transactions  contemplated  hereby, or which will result
in any  materially  adverse  change  in the  business,  properties,  operations,
prospects, assets or in the condition, financial or otherwise, of OMEGA.

<PAGE>
EXHIBIT C

                           NON-COMPETITION AGREEMENT