BETWEEN

1
EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

BETWEEN

ORTHALLIANCE, INC.

AND

US ORTHODONTIC CARE, INC.

AND

PREMIER ORTHODONTIC GROUP, INC.

MAY 13, 1997

TABLE OF CONTENTS

Page

1. DEFINITIONS................................................................................... 1

2. THE MERGER.................................................................................... 4
(a) General.............................................................................. 4
(b) The Closing.......................................................................... 4
(c) Actions at the Closing............................................................... 4
(d) Effect of Merger..................................................................... 4
(i) General..................................................................... 4
(ii) Certificate of Incorporation................................................ 4
(iii) Bylaws................................................................. 5
(iv) Directors and Officers...................................................... 5
(v) Conversion of Target Company Shares......................................... 5
(vi) Conversion of Target Company
Options and Warrants....................................................... 5
(e) Procedure for Payment................................................................ 6

3. REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES........................................ 6
(a) Representations and Warranties of USOC............................................... 6
(i) Organization, Qualification, and Corporate
Power....................................................................... 6
(ii) Capitalization.............................................................. 6
(iii) Authorization of Transaction........................................ 7
(iv) Noncontravention............................................................ 7
(v) Financial Statements........................................................ 7
(vi) Events Subsequent to Financial Statements................................... 7
(vii) Undisclosed Liabilities............................................. 8
(viii) Continuity of Business Enterprise................................... 8
(ix) Brokers' Fees............................................................... 8
(x) Material Contracts.......................................................... 8
(b) Representations and Warranties of Premier............................................ 9
(i) Organization, Qualification, and Corporate
Power....................................................................... 9
(ii) Capitalization.............................................................. 9
(iii) Authorization of Transaction........................................ 9
(iv) Noncontravention............................................................ 9
(v) Financial Statements........................................................ 10
(vi) Events Subsequent to Financial Statements................................... 10
(vii) Undisclosed Liabilities............................................ 11
(viii) Continuity of Business Enterprise.................................. 11
(ix) Brokers' Fees............................................................... 11
(x) Material Contracts.......................................................... 11

4. REPRESENTATIONS AND WARRANTIES OF THE BUYER................................................... 11
(a) Organization......................................................................... 12
(b) Capitalization....................................................................... 12
(c) Operating History.................................................................... 12
(d) Authorization of Transaction......................................................... 12
(e) Noncontravention..................................................................... 12
(f) Brokers' Fees........................................................................ 12

5. COVENANTS..................................................................................... 12
(a) General.............................................................................. 13
(b) Notices and Consents................................................................. 13
(c) Regulatory Matters and Approvals..................................................... 13
(i) Delaware General Corporation Law............................................ 13
(ii) Georgia Business Corporation Code........................................... 13
(d) Operation of Business................................................................ 13
(e) Full Access.......................................................................... 14
(f) Notice of Developments............................................................... 14
(g) Insurance and Indemnification........................................................ 14

6. CONDITIONS TO OBLIGATION TO CLOSE............................................................. 15
(a) Conditions to Obligation of the Buyer................................................ 15
(b) Conditions to Obligation of the Target Companies..................................... 16

7. TERMINATION................................................................................... 17
(a) Termination of Agreement............................................................. 17
(b) Effect of Termination................................................................ 18

8. MISCELLANEOUS................................................................................. 18
(a) Survival............................................................................. 18
(b) Press Releases and Public Announcements.............................................. 18
(c) No Third Party Beneficiaries......................................................... 18
(d) Entire Agreement..................................................................... 18
(e) Succession and Assignment............................................................ 18
(f) Counterparts......................................................................... 18
(g) Headings............................................................................. 19
(h) Notices.............................................................................. 19
(i) Governing Law........................................................................ 19
(j) Amendments and Waivers............................................................... 20
(k) Severability......................................................................... 20
(l) Expenses............................................................................. 20
(m) Construction......................................................................... 20
(n) Incorporation of Exhibits and Schedules.............................................. 21

AGREEMENT AND PLAN OF MERGER

This Agreement is entered into as of May 13, 1997 by and between
OrthAlliance, Inc., a Delaware corporation (the "Buyer"), and US Orthodontic
Care, Inc., a Georgia corporation ("USOC") and Premier Orthodontic Group, Inc.
("Premier"). The Buyer, USOC and Premier are referred to collectively herein as
the "Parties". USOC and Premier are sometimes referred to jointly as the Target
Companies or in the singular as a Target Company.

WHEREAS, this Agreement contemplates a tax-free merger of the Target
Companies with and into the Buyer in a reorganization pursuant to Internal
Revenue Code ss. 368(a)(1)(A), under which the Stockholders of the Target
Companies will receive capital stock in the Buyer in exchange for their capital
stock in the Target Companies.

WHEREAS, the Parties expect that the Merger will further certain of
their business objectives including, without limitation, (i) combination of the
management or consulting rights to, and certain operating rights of, numerous,
separate orthodontic practices located throughout the United States; and (ii)
acquisition, development and management or, where dowered party management of
orthodontic practices is prohibited by state law or regulation, provision of
consulting services to, additional orthodontic practices on a national basis.

WHEREAS, the Boards of Directors of Buyer and each of the Target
Companies contemplate that the mergers of each Target Company with the Buyer,
together with the acquisition of the founding practices (the "Acquisition") and
the Initial Public Offering (the "IPO"), will constitute an integrated unitary
transaction that qualifies as a tax free transfer of property under Section 351
of the Internal Revenue Code.

NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows.

1. DEFINITIONS.

"AFFILIATE" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"BUYER" has the meaning set forth in the preface above.

"BUYER-OWNED SHARE" means any Share of a Target Company that the Buyer
owns beneficially.

"BUYER SHARE" means any share of voting capital stock of the
Buyer.

"CERTIFICATE OF MERGER" has the meaning set forth in ss. 2(c)
below.

"CLOSING" has the meaning set forth in ss. 2(b) below.

"CLOSING DATE" has the meaning set forth in ss. 2(b) below.

"CONFIDENTIAL INFORMATION" means any information concerning the
businesses and affairs of the Target Companies that is not already generally
available to the public.

"DELAWARE GENERAL CORPORATION LAW" means the General
Corporation Law of the State of Delaware, as amended.

"DISCLOSURE SCHEDULE" has the meaning set forth in ss. 3(a)
below.

"DISSENTING SHARE" means any Target Company Share which any Target
Company Stockholder, who or which has exercised his or its appraisal rights
under state law, holds of record.

"EFFECTIVE TIME" has the meaning set forth in ss. 2(d)(i) below.

"FOUNDING PRACTICE" means any practice identified by Premier or USOC,
or both, on Exhibits attached to the Letter of Intent between Premier and USOC
dated January 17, 1997.

"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"IRS" means the Internal Revenue Service.

"KNOWLEDGE" means actual knowledge without independent
investigation.

"MERGER" has the meaning set forth in ss. 2(a) below.

"ORDINARY COURSE OF BUSINESS" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity
and frequency).

"PARTY" has the meaning set forth in the preface above.

"PERSON" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, a limited
liability company, an unincorporated organization, or a governmental entity (or
any department, agency, or political subdivision thereof).

"PRO FORMA SERVICE FEE INCOME" means the amount that would have been
payable by a Founding Practice or Practices in calendar year 1996 if the
Service Fee had been paid to Buyer based on adjusted gross revenues and
operating results for such Founding Practice(s) during the twelve months ended
on December 31, 1996.

"REGISTRATION STATEMENT" shall mean the registration statement of
Buyer to be filed on Form S-1 under the Securities Act relating to the offering
and issuance of Buyer Shares.

"REQUISITE BUYER STOCKHOLDER APPROVAL" means the affirmative vote of
the holders of a majority of the Buyer Shares in favor of this Agreement and
the Merger.

"REQUISITE TARGET COMPANY STOCKHOLDER APPROVAL" means the affirmative
vote of the holders of a majority of the Target Shares in favor of this
Agreement and the Merger.

"SEC" means The Securities and Exchange Commission.

"SECURITIES ACT" means The Securities Act of 1933, as amended.

"SECURITIES EXCHANGE ACT" means The Securities Exchange Act of
1934, as amended.

"SECURITY INTEREST" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes
that the taxpayer is contesting in good faith through appropriate proceedings,
(c) purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business
and not incurred in connection with the borrowing of money.

"SPECIAL BUYER MEETING" has the meaning set forth in ss. 5(c)(i)
below.

"SPECIAL TARGET COMPANY MEETING" has the meaning set forth in
ss. 5(c)(i) below.

"SUBSIDIARY" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"SURVIVING CORPORATION" has the meaning set forth in ss. 2(a)
below.

"TARGET COMPANY" has the meaning set forth in the preface
above.

"TARGET COMPANY SHARE" means any share of the Common Stock of either
of the Target Companies.

"TARGET COMPANY STOCKHOLDER" means any Person who or which
holds any Target Shares.

2. THE MERGER.

(a) GENERAL. On and subject to the terms and conditions of this
Agreement, the Target Companies will merge with and into the Buyer (the
"Merger") at the Effective Time. The Buyer shall be the corporation surviving
the Merger (the "Surviving Corporation").

(b) THE CLOSING. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Xxxxxx Xxxxxxx
Xxxxx & Xxxxxxxxxxx L.L.P. in Atlanta, Georgia, commencing at 9:00 a.m. local
time on the second business day following the satisfaction or waiver of all
conditions to the obligations of the Parties to consummate the transactions
contemplated hereby (other than conditions with respect to actions the
respective Parties will take at the Closing itself) or such other date as the
Parties may mutually determine (the "Closing Date").

(c) ACTIONS AT THE CLOSING. At the Closing, (i) the Target Companies
will deliver to the Buyer the various certificates, instruments, documents and
approvals referred to in ss. 6(a) below, (ii) the Buyer will deliver to the
Target Companies the various certificates, instruments, documents and approvals
referred to in ss. 6(b) below, (iii) the Buyer and the Target Companies will
file with the Secretary of State of the State of Delaware a Certificate of
Merger in the form attached hereto as Exhibit B (the "Certificate of Merger"),
(iv) the Buyer and USOC will file with the Secretary of State of the State of
Georgia a Certificate of Merger in the form attached hereto as Exhibit B-1 (the
"Georgia Certificate of Merger"), and (v) the Buyer will deliver to the Target
Company Stockholders in the manner provided below certificates evidencing the
Buyer Shares issued in the Merger.

(d) EFFECT OF MERGER.

(i) GENERAL. The Merger shall become effective at the time
(the "Effective Time") the Buyer and the Target Companies file both
the Certificate of Merger with the Secretary of State of the State of
Delaware and the Georgia Certificate of Merger with the Secretary of
State of Georgia. The Merger shall have the effect set forth in the
Delaware General Corporation Law. The Buyer may, at any time after the
Effective Time, take any action (including executing and delivering
any document) in the name and on behalf of either the Buyer or the
Target Companies in order to carry out and effectuate the transactions
contemplated by this Agreement.

(ii) CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of the Buyer in effect at and as of the Effective Time
will remain the Certificate of Incorporation of the Surviving
Corporation without any modification or amendment in the Merger.

(iii) BYLAWS. The Bylaws of the Buyer in effect at and as of
the Effective Time will remain the Bylaws of the Surviving Corporation
without any modification or amendment in the Merger.

(iv) DIRECTORS AND OFFICERS. The Board of Directors of the
Buyer consists of the following persons who shall serve in accordance
with the Bylaws of the Buyer until their successors are elected and
qualified:

Xxx Xxxxxxxx
Xxxxxxx X. Xxxxxxx, D.D.S.
Xxxxxxxx X. Xxxxxxx

Following the Merger, and at the Effective Time of the
Company's IPO, the following persons shall become additional members
of the Board of Directors:

Xxxxxxx X. Xxxxxx, D.M.D., M.S.D
Xxxxxxx X. Xxxxxxx, D.D.S., M.S.D

The officers of the Buyer following the Merger, and at the
Effective Time of the Company's IPO, shall consist of the following
who shall serve in accordance with the Bylaws of the Buyer until their
successors are elected and qualified:

Xxx Xxxxxxxx, President and Chief Executive Officer
Xxxx Xxxxxx, Senior Vice-President-Human Resources,
General Counsel and Secretary
P. Xxxxx Xxxxxxx, Chief Operating Officer
Xxxxxx X. Xxxxxxx, Chief Financial Officer

(v) CONVERSION OF TARGET COMPANY SHARES. At the Effective
Time of the Merger, subject to the approval of a committee appointed
by each Target Company's board of directors, all shares of capital
stock of each of the Target Companies issued and outstanding
immediately prior to the Effective Time shall be converted into a
number of Buyer's Shares equal to the total market capitalization of
Buyer after the IPO reduced by (i) the Buyer's Shares issued to the
public pursuant to the IPO, and (ii) the Buyer's Shares issued
pursuant to the Acquisitions (the "Merger Shares"), which shall be
divided between the USOC Shareholders and the Premier Shareholders in
accordance with the following:

(1) All of the shares of common stock of USOC shall
be converted into the right to receive seventy percent (70%)
of the total number of Merger Shares;

(2) All of the shares of common stock of Premier
shall be converted into the right to receive thirty percent
(30%) of the total number of Merger Shares, including the one
share of Buyer's Shares outstanding on the date of this
Agreement.

(vi) CONVERSION OF TARGET COMPANY OPTIONS AND WARRANTS. At
the Effective Time of the Merger, all options and warrants of the
Target Companies issued and outstanding immediately prior to the
Effective Time shall be converted to that number of options or
warrants to purchase Buyer's Shares as are necessary to distribute to
the parties entitled to the options and warrants set forth in the
Disclosure Schedule.

(e) PROCEDURE FOR PAYMENT.

(i) Immediately after the Effective Time, the Buyer will
furnish to the Target Company Stockholders of each respective Target
Company stock certificates representing that number of Buyer Shares
set forth in paragraph 2(d)(v) above.

3. REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES.

(a) REPRESENTATIONS AND WARRANTIES OF USOC. USOC represents and
warrants to the Buyer that the statements contained in this ss. 3 are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this ss. 3), except as
set forth in the disclosure schedule accompanying this Agreement and initialed
by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be
arranged in paragraphs corresponding to the lettered and numbered paragraphs
contained in this ss. 3(a).

(i) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER. USOC is
a corporation duly organized, validly existing, and in good standing
under the laws of the State of Georgia. USOC is duly authorized to
conduct business and is in good standing under the laws of each
jurisdiction where such qualification is required, except where the
lack of such qualification would not have a material adverse effect on
the financial condition of USOC taken as a whole. USOC has full
corporate power and authority to carry on the businesses in which it
is engaged and to own and use the properties owned and used by it.

(ii) CAPITALIZATION. The entire authorized capital stock of
USOC consists of 10,000,000 Target Company Shares, of which 2,471,714
Target Company Shares are issued and outstanding. All of the issued
and outstanding Target Company Shares have been duly authorized and
are validly issued, fully paid, and nonassessable. Except as set forth
on the Disclosure Schedule, there are no outstanding or authorized
options, warrants, purchase rights, subscription rights, conversion
rights, exchange rights, or other contracts or commitments that could
require USOC to issue, sell, or otherwise cause to become outstanding
any of its capital stock. There are no outstanding or authorized stock
appreciation, phantom stock, profit participation, or similar rights
with respect to USOC. The Disclosure Schedule sets forth an accurate
list of USOC's shareholders, including the address (including state of

residence), the number of shares, options and warrants held, the class
of shares and, for options and warrants, the applicable strike price,
term, and the number of shares covered by such options or warrants.

(iii) AUTHORIZATION OF TRANSACTION. USOC has full power and
authority (including full corporate power and authority) to execute
and deliver this Agreement; however, USOC cannot consummate the Merger
unless and until it receives the Requisite Target Company Stockholder
Approval.

(iv) NONCONTRAVENTION. To the Knowledge of any director or
officer of USOC, neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which
USOC is subject or any provision of the charter or bylaws of USOC or
(ii) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under
any agreement, contract, lease, license, instrument or other
arrangement to which USOC is a party or by which USOC is bound or to
which any of its assets are subject (or result in the imposition of
any Security Interest upon any of its assets), except where the
violation, conflict, breach, default, acceleration, termination,
modification, cancellation, failure to give notice, or Security
Interest would not have a material adverse effect on the financial
condition of USOC taken as a whole or on the ability of the Parties to
consummate the transactions contemplated by this Agreement. To the
Knowledge of any director or officer of USOC, USOC does not need to
give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order
for the Parties to consummate the transactions contemplated by this
Agreement.

(v) FINANCIAL STATEMENTS. USOC's audited financial statements
for the period ended December 31, 1996 are attached as Exhibit 3(a)(v)
to the Disclosure Schedule ("Financial Statements"). The Financial
Statements (including the related notes and schedules) have been
prepared in accordance with GAAP applied on a consistent basis
throughout the periods covered thereby, present fairly the financial
condition of USOC as of the indicated dates and the results of
operations of USOC for the indicated periods, are correct and complete
in all respects, are consistent with the books and records of USOC,
and are certified by, and accompanied with, the opinion of Xxxxxx
Xxxxxxxx L.L.P., USOC's independent, certified public accountant.

(vi) EVENTS SUBSEQUENT TO FINANCIAL STATEMENTS. Since the
date of the Financial Statements, there has not been any material
adverse change in the financial condition of USOC taken as a whole.
Exhibit 3(a)(vi) contains the unaudited balance sheet, statement of
income and statement of changes in financial position for and as of
the three month period ended March 31, 1997, certified by the Chief
Executive Officer of USOC to disclose all assets and liabilities of
USOC and to present fairly the financial condition of USOC and the
results of their operations and changes in their financial position
for the three month period then ended, in conformity with generally
accepted accounting principles applied on a basis consistent with that
of the preceding year as of the date thereof (the "Interim Financial
Statements").

(vii) UNDISCLOSED LIABILITIES. Except as described in the
Financial Statements, the Interim Financial Statements and the
Disclosure Schedule, USOC does not have any liability (whether known
or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or
unliquidated, and whether due or to become due), including any
liability for taxes, except for (i) liabilities set forth on the face
of the balance sheet contained in the Financial Statements, or in any
notes thereto, (ii) liabilities which have arisen after the date of
the Financial Statements in the Ordinary Course of Business (none of
which results from, arises out of, relates to, is in the nature of, or
was caused by any breach of contract, breach of warranty, tort,
infringement, or violation of law) and which are disclosed in the
Interim Financial Statements, and (iii) pending and threatened
litigation described in the Disclosure Schedule.

(viii) CONTINUITY OF BUSINESS ENTERPRISE. USOC
operates at least one significant historic business line, or
owns at least a significant portion of its historic business
assets, in each case within the meaning of Reg. ss. 1.368-1d.

(ix) BROKERS' FEES. USOC does not have any liability or
obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated

by this Agreement.

(x) MATERIAL CONTRACTS. USOC has listed on Schedule 3(a)
(x) to the Disclosure Schedule all material contracts, commitments and
similar agreements to which USOC is a party or by which it is bound,
including, but not limited to, contracts with Founding Orthodontists
and their affiliated professional corporations and other affiliated
entities, contracts with significant customers, joint venture or
partnership agreements, contracts with any labor organizations,
strategic alliances, loan agreements, indemnity or guaranty
agreements, bonds, mortgages, options to purchase land, liens, pledges
or other security agreements, and licenses for software or other

intellectual property. USOC has delivered true, complete and correct
copies of such agreements to Buyer. USOC is not in default under any
contracts or agreements and no notice of default under any such
contract or agreement has been received which default would have a
material adverse effect on the operation or financial condition of
Buyer.

(b) REPRESENTATIONS AND WARRANTIES OF PREMIER. Premier represents and
warrants to the Buyer that the statements contained in this ss. 3 are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this ss. 3), except as
set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged
in paragraphs corresponding to the lettered and numbered paragraphs contained
in this ss. 3(b).

(i) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER. Premier
is a corporation duly organized, validly existing, and in good
standing under the laws of the state of Delaware. Premier is duly
authorized to conduct business and is in good standing under the laws
of each jurisdiction where such qualification is required, except
where the lack of such qualification would not have a material adverse
effect on the financial condition of Premier. Premier has full
corporate power and authority to carry on the businesses in which it
is engaged and to own and use the properties owned and used by it.

(ii) CAPITALIZATION. The entire authorized capital stock of
Premier consists of 3,000 Target Company Shares, of which 100 Target
Company Shares are issued and outstanding. All of the issued and
outstanding Target Company Shares have been duly authorized and are
validly issued, fully paid, and nonassessable. Except as set forth on
the Disclosure Schedule, there are no outstanding or authorized
options, warrants, purchase rights, subscription rights, conversion
rights, exchange rights, or other contracts or commitments that could
require Premier to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There are no outstanding or
authorized stock appreciation, phantom stock, profit participation, or
similar rights with respect to Premier. The Disclosure Schedule sets
forth an accurate list of Premier's shareholders, including the
address (including state of residence), the number of shares, options
and warrants held, the class of shares and, for options and warrants,
the applicable strike price, term, and the number of shares covered by
such options or warrants.

(iii) AUTHORIZATION OF TRANSACTION. Premier has full power
and authority (including full corporate power and authority) to
execute and deliver this Agreement; however, Premier cannot consummate
the Merger unless and until it receives the Requisite Target Company
Stockholder Approval.

(iv) NONCONTRAVENTION. To the Knowledge of any director or
officer of Premier, neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which
Premier is subject or any provision of the charter or bylaws of
Premier or (ii) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the
right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument or
other arrangement to which Premier is a party or by which Premier is
bound or to which any of its assets are subject (or result in the
imposition of any Security Interest upon any of its assets), except
where the violation, conflict, breach, default, acceleration,
termination, modification, cancellation, failure to give notice, or
Security Interest would not have a material adverse effect on the
financial condition of Premier taken as a whole or on the ability of
the Parties to consummate the transactions contemplated by this
Agreement. To the Knowledge of any director or officer of Premier,
Premier does not need to give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or
governmental agency in order for the Parties to consummate the
transactions contemplated by this Agreement.

(v) FINANCIAL STATEMENTS. Premier's audited financial
statements for the period ended December 31, 1996 are attached as
Exhibit 3(b)(v) to the Disclosure Schedule ("Financial Statements").
The Financial Statements (including the related notes and schedules)
have been prepared in accordance with GAAP applied on a consistent
basis throughout the periods covered thereby, present fairly the
financial condition of Premier as of the indicated dates and the
results of operations of Premier for the indicated periods, are
correct and complete in all respects, are consistent with the books
and records of Premier, and are certified by, and accompanied with,
the opinion of Xxxxxx Xxxxxxxx L.L.P., Premier's independent,
certified public accountant.

(vi) EVENTS SUBSEQUENT TO FINANCIAL STATEMENTS. Since the
date of the Financial Statements, there has not been any material
adverse change in the financial condition of Premier taken as a whole.
Exhibit 3(b)(vi) contains the unaudited balance sheet, statement of
income and statement of changes in financial position for and as of
the three month period ended March 31, 1997 certified by the Chief
Executive Officer of Premier to disclose all assets and liabilities of
Premier and to present fairly the financial condition of Premier and
the results of their operations and changes in their financial
position for the three month period then ended, in conformity with
generally accepted accounting principles applied on a

basis consistent with that of the preceding year as of the date
thereof (the "Interim Financial Statements").

(vii) UNDISCLOSED LIABILITIES. Except as described in the
Financial Statements, the Interim Financial Statements and the
Disclosure Schedule, Premier does not have any liability (whether
known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or
unliquidated, and whether due or to become due), including any
liability for taxes, except for (i) liabilities set forth on the face
of the balance sheet contained in the Financial Statements, or in any
notes thereto, (ii) liabilities which have arisen after the date of
the Financial Statements in the Ordinary Course of Business (none of
which results from, arises out of, relates to, is in the nature of, or
was caused by any breach of contract, breach of warranty, tort,
infringement, or violation of law) and which are disclosed in the
Interim Financial Statements, and (iii) pending and threatened
litigation described in the Disclosure Schedule.

(viii) CONTINUITY OF BUSINESS ENTERPRISE. Premier
operates at least one significant historic business line, or
owns at least a significant portion of its historic business
assets, in each case within the meaning of Reg. ss. 1.368-1d.

(ix) BROKERS' FEES. Premier does not have any liability
or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated
by this Agreement.

(x) MATERIAL CONTRACTS. Premier has listed on Schedule
3(b)(x) to the Disclosure Schedule all material contracts, commitments
and similar agreements to which Premier is a party or by which it is
bound, including, but not limited to, contracts with Founding
Orthodontists and their affiliated professional corporations and other
affiliated entities, contracts with significant customers, joint
venture or partnership agreements, contracts with any labor
organizations, strategic alliances, loan agreements, indemnity or
guaranty agreements, bonds, mortgages, options to purchase land,
liens, pledges or other security agreements, and licenses for software
or other intellectual property. Premier has delivered true, complete
and correct copies of such agreements to Buyer. Premier is not in
default under any contracts or agreements and no notice of default
under any such contract or agreement has been received which default
would have a material adverse effect on the operation or financial
condition of Buyer.

4. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer
represents and warrants to the Target Companies that the statements
contained in this ss. 4 are correct and complete as of the date of
this Agreement and will be correct and complete as of the Closing

Date (as though made then and as though the Closing Date were substituted for
the date of this Agreement throughout this ss. 4), except as set forth in the
Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs
corresponding to the numbered and lettered paragraphs contained in this ss. 4.

(a) ORGANIZATION. The Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware.

(b) CAPITALIZATION. The entire authorized capital stock of the Buyer
consists of 3,000 Buyer Shares, of which 1 Buyer Share is issued and
outstanding. At the time of the Merger, all of the Buyer Shares to be issued in
the Merger will have been duly authorized.

(d) AUTHORIZATION OF TRANSACTION. The Buyer has full power and
authority (including full corporate power and authority) to
execute and deliver this Agreement.

(e) NONCONTRAVENTION. To the Knowledge of any director or officer of
the Buyer, neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will (i) violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which the Buyer is subject or any provision of the charter or bylaws
of the Buyer or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument or other arrangement to which
the Buyer is a party or by which it is bound or to which any of its assets are
subject, except where the violation, conflict, breach, default, acceleration,
termination, modification, cancellation, or failure to give notice would not
have a material adverse effect on the ability of the Parties to consummate the
transactions contemplated by this Agreement. To the Knowledge of any director
or officer of the Buyer, the Delaware General Corporation Law, the Securities
Exchange Act, the Securities Act, and the state securities laws, the Buyer does
not need to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency in
order for the Parties to consummate the transactions contemplated by this
Agreement.

(f) BROKERS' FEES. The Buyer does not have any liability or obligation
to pay any fees or commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement for which any of the Target
Companies could become liable or obligated.

5. COVENANTS. The Parties agree as follows with respect to the period
from and after the execution of this Agreement.

(a) GENERAL. Each of the Parties will use its reasonable best efforts
to take all action and to do all things necessary, proper, or advisable in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions
set forth in ss. 6 below).

(b) NOTICES AND CONSENTS. The Target Companies will give any notices
to third parties, and will use their reasonable best efforts to obtain any
third party consents, that the Buyer reasonably may request in connection with
the matters referred to in ss. 3(a)(iii) and ss. 3(b)(iii) above.

(c) REGULATORY MATTERS AND APPROVALS. Each of the Parties will give
any notices to, make any filings with, and use its reasonable best efforts to
obtain any authorizations, consents, and approvals of governments and
governmental agencies in connection with the matters referred to in ss.
3(a)(iii) and ss. 3(b)(iii) and ss. 4(d) above. Without limiting the generality
of the foregoing:

(i) DELAWARE GENERAL CORPORATION LAW. Premier will call a
special meeting of its stockholders (a "Special Target Company
Meeting") as soon as reasonably practicable in order that Premier
stockholders may consider and vote upon the adoption of this Agreement
and the approval of the Merger in accordance with the Delaware General
Corporation Law. The Buyer will obtain the necessary consent of its
stockholders or will call a special meeting of its stockholders (the
"Special Buyer Meeting") as soon as reasonably practicable in order
that the stockholders may consider and vote upon the adoption of this
Agreement and the approval of the Merger in accordance with the
Delaware General Corporation Law.

(ii) GEORGIA BUSINESS CORPORATION CODE. USOC will obtain the
necessary consent of its stockholders or will call a Special Target
Company Meeting as soon as reasonably practicable in order that USOC's
stockholders may consider and vote upon the adoption of this Agreement
and the approval of the Merger in accordance with the Georgia Business
Corporation Code.

(d) OPERATION OF BUSINESS. The Target Companies will not engage
in any practice, take any action, or enter into any transaction
outside the Ordinary Course of Business. Without limiting the
generality of the foregoing:

(i) neither of the Target Companies will authorize or
effect any change in its charter or bylaws;

(ii) neither of the Target Companies will grant any
options, warrants, or other rights to purchase or obtain any

of its capital stock or issue, sell, or otherwise dispose of any of
its capital stock (except upon the conversion or exercise of options,
warrants, and other rights currently outstanding and listed in the
Disclosure Schedule);

(iii) neither of the Target Companies will declare, set
aside, or pay any dividend or distribution with respect to its capital
stock (whether in cash or in kind), or redeem, repurchase, or
otherwise acquire any of its capital stock, in either case outside the
Ordinary Course of Business;

(iv) neither of the Target Companies will issue any note,
bond, or other debt security or create, incur, assume, or guarantee
any indebtedness for borrowed money or capitalized lease obligation
outside the Ordinary Course of Business;

(v) neither of the Target Companies will impose any Security
Interest upon any of its assets outside the Ordinary Course of
Business;

(vi) neither of the Target Companies will make any capital
investment in, make any loan to, or acquire the securities or assets
of any other Person outside the Ordinary Course of Business;

(vii) neither of the Target Companies will make any change in
employment terms for any of its directors, officers, and employees
outside the Ordinary Course of Business; and

(viii) neither of the Target Companies will commit to any of
the foregoing.

(e) FULL ACCESS. The Target Companies will permit representatives of
the Buyer to have full access at all reasonable times, and in a manner so as
not to interfere with the normal business operations of the Target Companies to
all premises, properties, personnel, books, records (including tax records),
contracts, and documents of or pertaining to the Target Companies. The Buyer
will treat and hold as such any Confidential Information it receives from
either of the Target Companies in the course of the reviews contemplated by
this ss. 5(e), will not use any of the Confidential Information except in
connection with this Agreement, and, if this Agreement is terminated for any
reason whatsoever, Buyer agrees to return to the Target Companies all tangible
embodiments (and all copies) thereof which are in its possession.

(f) NOTICE OF DEVELOPMENTS. Each Party will give prompt written notice
to the other of any material adverse development causing a breach of any of its
own representations and warranties in ss. 3 and ss. 4 above. No disclosure by
any Party pursuant to this ss. 5(f), however, shall be deemed to amend or
supplement the Disclosure Schedule or to prevent or cure any misrepresentation,
breach of warranty, or breach of covenant.

14
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(g) INSURANCE AND INDEMNIFICATION.

(i) The Buyer will provide each individual who served as a
director or officer of either of the Target Companies at any time
prior to the Effective Time with liability insurance for a period of
24 months after the Effective Time no less favorable in coverage and
amount than any applicable insurance in effect immediately prior to
the Effective Time.

(ii) The Buyer, as the Surviving Corporation in the Merger,
will observe any indemnification provisions now existing in the
certificate of incorporation or bylaws of the Target Companies for the
benefit of any individual who served as a director or officer of the
Target Companies at any time prior to the Effective Time.

(iii) The Buyer will indemnify each individual who served as
a director or officer of the Target Companies at any time prior to the
Effective Time from and against any and all actions, suits,
proceedings, hearings, investigations, charges, complaints, claims,
demands, injunctions, judgments, orders, decrees, rulings, damages,
dues, penalties, fines, costs, amounts paid in settlement,
liabilities, obligations, taxes, liens, losses, expenses, and fees,
including all court costs and reasonable attorneys' fees and expenses,
resulting from, arising out of, relating to, in the nature of, or
caused by this Agreement or any of the transactions contemplated
herein.

6. CONDITIONS TO OBLIGATION TO CLOSE.

(a) CONDITIONS TO OBLIGATION OF THE BUYER. The obligation of
the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the
following conditions:

(i) this Agreement and the Merger shall have received the
Requisite Target Company Stockholder Approval and the number of
Dissenting Shares shall not exceed twenty percent (20%) of the number
of outstanding Target Company Shares;

(ii) the Target Companies shall have procured all of the
third party consents specified in ss. 5(b) above;

(iii) the representations and warranties set forth in
ss. 3 above shall be true and correct in all material respects
at and as of the Closing Date;

(iv) the Target Companies have performed and complied
with all of their covenants hereunder in all material respects
through the Closing Date;

(v) there shall not be any judgment, order, decree,
stipulation, injunction, or charge in effect preventing

consummation of any of the transactions contemplated by this
Agreement;

(vi) each of the Target Companies shall have delivered to the
Buyer a certificate to the effect that each of the conditions
specified above in ss. 6(a)(i)-(v) is satisfied with respect to that
Target Company;

(vii) this Agreement and the Merger shall have
received the Requisite Buyer Stockholder Approval;

(viii) the Registration Statement of the Buyer shall
have become effective under the Securities Act;

(ix) all actions to be taken by the Target Companies in
connection with consummation of the transactions contemplated hereby
and all certificates, opinions, instruments, and other documents
required to effect the transactions contemplated hereby will be
reasonably satisfactory in form and substance to the Buyer.

The Buyer may waive any condition specified in this ss. 6(a) if it
executes a writing so stating at or prior to the Closing.

(b) CONDITIONS TO OBLIGATION OF THE TARGET COMPANIES. The obligation
of the Target Companies to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the following
conditions:

(i) this Agreement and the Merger shall have received the
Requisite Buyer Stockholder Approval;

(ii) the Registration Statement shall have become effective
under the Securities Act;

(iii) the representations and warranties set forth in
ss. 4 above shall be true and correct in all material respects
at and as of the Closing Date;

(iv) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

(v) there shall not be any judgment, order, stipulation,
injunction, or charge in effect preventing consummation of any of the
transactions contemplated by this Agreement.

(vi) the Buyer shall have delivered to the Target Companies a
certificate to the effect that each of the conditions specified above
in ss. 6(b)(i)-(v) is satisfied in all respects;

(vii) this Agreement and the Merger shall have received
the Requisite Target Company Stockholder Approval;

(viii) all actions to be taken by the Buyer in connection
with consummation of the transactions contemplated hereby and all
certificates, opinions, instruments, and other documents required to
effect the transactions contemplated hereby will be reasonably
satisfactory in form and substance to the Target Companies.

The Target Companies may waive any condition specified in this ss.
6(b) if such waiver is executed in writing so stating at or prior to the
Closing.

7. TERMINATION.

(a) TERMINATION OF AGREEMENT. Any of the Parties may terminate this
Agreement with the prior authorization of its board of directors (whether
before or after stockholder approval) as provided below:

(i) the Parties may terminate this Agreement by mutual
written consent at any time prior to the Effective Time;

(ii) the Buyer may terminate this Agreement by giving written
notice to the Target Companies at any time prior to the Effective Time
(A) in the event that the Target Companies have breached any material
representation, warranty, or covenant contained in this Agreement in
any material respect, the Buyer has notified the Target Companies of
the breach, and the breach has continued without cure for a period of
twenty (20) days after the notice of breach or (B) if the Closing
shall not have occurred on or before December 31, 1997, by reason of
the failure of any condition precedent under ss. 6(a) hereof (unless
the failure results primarily from the Buyer's breaching any
representation, warranty, or covenant contained in this Agreement);

(iii) the Target Companies, or either of them, may terminate
this Agreement by giving written notice to the Buyer at any time prior
to the Effective Time (A) in the event the Buyer has breached any
material representation, warranty, or covenant contained in this
Agreement in any material respect, the Target Companies have notified
the Buyer of the breach, and the breach has continued without cure for
a period of twenty (20) days after the notice of breach or (B) if the
Closing shall not have occurred on or before December 31, 1997, by
reason of the failure of any condition precedent under ss. 6(b) hereof
(unless the failure results primarily from the Target Companies'
breaching any representation, warranty, or covenant contained in this
Agreement);

(iv) any Party may terminate this Agreement by giving written
notice to the other Party at any time after the Special Buyer Meeting
or the Special Target Company Meetings in the event this Agreement and
the Merger fail to receive the

Requisite Buyer Stockholder Approval or the Requisite Target
Company Stockholder Approval respectively.

(b) EFFECT OF TERMINATION. If any Party terminates this Agreement
pursuant to ss. 7(a) above, all rights and obligations of the Parties hereunder
shall terminate without any liability of any Party to any other Party (except
for any liability of any Party then in breach); provided, however, that the
confidentiality provisions contained in ss. 5(e) above shall survive any such
termination.

8. MISCELLANEOUS.

(a) SURVIVAL. None of the representations, warranties, and covenants
of the Parties (other than the provisions in ss. 2 above concerning issuance of
the Buyer Shares, the provisions contained in ss. 5(g) above concerning
insurance and indemnification, and the provisions of ss. 3(a)(viii) and ss.
3(b)(viii) concerning certain requirements for a tax free reorganization, will
survive the Effective Time.

(b) PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. No Party shall issue any
press release or make any public announcement relating to the subject matter of
this Agreement without the prior written approval of the other Party.

(c) NO THIRD PARTY BENEFICIARIES. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns; provided, however, that (i) the provisions in
ss. 2 above concerning issuance of the Buyer Shares, and the provisions of ss.
3(a)(viii) and ss. 3(b)(viii) concerning certain requirements for a tax free
merger, are intended for the benefit of the Target Companies' Stockholders and
(ii) the provisions in ss. 5(h) above concerning insurance and indemnification
are intended for the benefit of the individuals specified therein and their
respective legal representatives.

(d) ENTIRE AGREEMENT. This Agreement (including the documents referred
to herein) constitutes the entire agreement between the Parties and supersedes
any prior understandings, agreements, or representations by or between the
Parties, written or oral, to the extent that they related in any way to the
subject matter hereof.

(e) SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of the parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior
written approval of the other Party.

(f) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

(g) 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.

(h) NOTICES. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given if (and then
two business days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:

If to Premier: Xxx Xxxxxxxx
Premier Orthodontic Group, Inc.
00000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000

Copy to: Xxxx X. Xxxxxx
Premier Orthodontic Group, Inc.
00000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000

If to USOC: X.X. Xxxxxxx, D.D.S.
US Orthodontic Care, Inc.
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000

Copy to: W. Xxxxxx Xxxxxxx
Xxxxxxx, Isaf & Xxxxxxx
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000

If to the Buyer: Xxx Xxxxxxxx
Premier Orthodontic Group, Inc.
00000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000

Xxxxxxxx X. Xxxxxxx
US Orthodontic Care, Inc.
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000

Copy to: Xxxx X. Xxxxxx, Esq.
Xxxxxx Xxxxxxx Xxxxx & Scarborough, L.L.P.
000 Xxxxxx Xxxxxx
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000

Any party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been
duly given unless and until it actually is received by the intended recipient.
Any Party may change the address to which notices, requests, demands, claims,
and other communications hereunder are to be delivered by giving the other
Party notice in the manner herein set forth.

(i) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Delaware without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Delaware or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Delaware.

(j) AMENDMENTS AND WAIVERS. The Parties may mutually amend any
provision of this Agreement at any time prior to the Effective Time with the
prior authorization of their respective boards of directors; provided, however,
that any amendment effected subsequent to stockholder approval will be subject
to the restrictions contained in the Delaware General Corporation Law. No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by both of the Parties. No waiver by any Party
of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.

(k) SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

(l) EXPENSES. Each of the Parties will bear its own costs and expenses
(including legal fees and expenses) incurred in connection with this Agreement
and the transactions contemplated hereby.

(m) CONSTRUCTION. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event that

an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the Parties and no presumption or
burden of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement. Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context
otherwise requires. The word "including" shall mean including without
limitation.

(n) INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits and
Schedules identified in this Agreement are incorporated herein
by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
as of the date first above written.

ORTHALLIANCE, INC.

By:/S/ Xxx Xxxxxxxx
-------------------------------------
Its: President

Attest:/S/ Xxxx X. Xxxxxx
----------------------------------
Its: Secretary

PREMIER ORTHODONTIC GROUP, INC.

By:/S/ Xxx Xxxxxxxx
--------------------------------------
Its: President

Attest:/S/ Xxxx X. Xxxxxx
----------------------------------
Its: Secretary

US ORTHODONTIC CARE, INC.

By:/S/ X.X. Xxxxxxx
--------------------------------------
Its: President

Attest:/S/ X.X. Xxxxxxx
----------------------------------
Its: Secretary

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