Questions and Answers

Q1. If I sign the amendments to the OrthAlliance form of employment agreement and service agreement, does my service fee calculation change?

A. No. If you are staying on the OrthAlliance form of Service Agreement, Consulting and Business Services Agreement or Management Service Agreement, your service fee calculation is not being changed. Of course, if you sign the OCA form of business services agreement, then a different service fee calculation would apply.

Q2. I am thinking about switching to the OCA contract, but I do not want to miss the opportunity to receive the incentives for making an early commitment. Can I sign the amendments to my OrthAlliance agreements and then take more time to decide on switching to the OCA contract?

A. Yes. You can sign the OrthAlliance amendments now and then take until July 27, 2001 to sign the OCA contract. You would still be eligible to receive the designated incentives for signing the OCA contract.

Q3. What do I have to pay for in order to use the OCA computer systems?

A. The cost of the software would be included in your service fee. You would need to pay for the hardware. If you do not have the necessary hardware, OCA would help you locate the right equipment and may assist you in financing the purchase of that equipment.

Q4. How will my OrthAlliance-provided general liability and property insurance coverage be affected by the merger?

A. At the time of the merger, you will not have to change your coverage. We have learned that OCA also uses Marsh as its insurance broker, which is the same insurance broker that OrthAlliance uses. This will help to make the transition a smooth one. Generally, we believe that OCA will offer general liability and property insurance coverage that is equivalent to or better than your current policies.

Q5. If I employ television advertising, after obtaining OCA’s consent if required, how will my practice be charged for such advertising?

A. Advertising charges are based on the costs associated with advertising in a particular television advertising market, and each of the practices using the advertising in such a market pays a portion of the advertising costs. The total costs are allocated to the participating practices based on new case starts. Although OCA has considered other cost allocation methods, the company has found that using new case starts is the most equitable method of allocation.

Q6. If I want to build a new satellite office, who will bear the expenses of the satellite development?

A. Under the OrthAlliance form of contract, OrthAlliance has loaned funds for approved satellite expansions or paid for the expansion and charged the depreciation expense to the practice over a five-year term. If you choose to sign the OCA form of contract, OCA generally bears 40% of the expense and the doctor bears 60% of the expense for approved satellite expansions. In addition, OCA may loan the doctor his portion of the expense.

Q7. If I choose not to amend my OrthAlliance form of employment agreement, will I still be able to use OCA's business systems, such as the computer systems and, if so, how will I be charged for these services?

A. Yes, all of OCA's business systems are available even if you continue with your existing OrthAlliance form of contracts, without amending them. These systems are provided at no additional charge beyond the service fees provided for in your existing agreement with OrthAlliance.

Q8. If I agree to use the OCA systems, do I have to use all of the OCA systems or can I only use the ones that I feel like using?

A. If you agree to use the OCA systems, you must use all of the OCA systems.

In connection with the proposed merger, OCA and OrthAlliance will file a proxy statement/prospectus with the Securities and Exchange Commission (“SEC”). Investors are urged to read the proxy statement/prospectus, because it will contain important information about the merger, OCA and OrthAlliance. After the proxy statement/prospectus is filed with the SEC, the proxy statement/prospectus will be available free of charge, both on the SEC’s web site (www.sec.gov) and from OCA and OrthAlliance by directing a request to Orthodontic Centers of America, Inc., 5000 Sawgrass Village Circle, Suite 30, Ponte Vedra Beach, FL 32082, Attention: Investor Relations, or to OrthAlliance, Inc., 21535 Hawthorne Boulevard, Suite 200, Torrance, CA 90503, Attention: Investor Relations. OrthAlliance and its directors and officers may be deemed to be participants in the solicitation of proxies with respect to a shareholder meeting to be held in connection with the merger. Information about the participants in the solicitation, including their interests in shares of OrthAlliance’s common stock, is set forth in OrthAlliance’s Annual Report on Form 10-K for the year ended December 31, 2000 filed with the SEC. Investors may obtain additional information regarding the interests of OrthAlliance and its directors and officers in the merger by reading the proxy statement/prospectus when it becomes available. This does not constitute an offer of any securities for sale.

This does not constitute an offer of any securities for sale, nor the solicitation of an offer to buy any securities. Any indication of interest in response to this communication will involve no obligation or commitment. No securities will be sold or granted in any jurisdiction in which the offer, solicitation or sale of such securities would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.