EXHIBIT 10.37

                             2
                 NON-NEGOTIABLE PROMISSORY NOTE

$178,700.00                                  Acton, California
                                        January 1, 1998

      FOR  VALUE  RECEIVED, Omega Orthodontics, Inc., a  Delaware
corporation  ("Omega"), promises to pay  to  David  W.  Longworth
Trust  and  Jacquelyn L. Longworth Trust ("Dr. Longworth")  at  6
South  Broadway, Watertown, South Dakota 57201 or other  location
specified by Dr. Longworth in writing, One Hundred Seventy  Eight
Thousand  Seven  Hundred  Dollars  ($178,700.00)  together   with
interest on any and all principal amounts, such interest to be at
the  rate of 8.5% per annum and payable monthly on the first  day
of  each month, beginning with the first month following the date
of this Note.

      1.   Payments.  Payments of principal under this Note shall
be due and payable in 48 equal monthly installments, beginning on
the  first day of the 13th month following the date of this Note.
In  any event, the balance of principal remaining unpaid shall be
due  and payable on the first day of the 60th month following the
date of this Note.

     Payments of interest on the outstanding principal balance of
this  Note shall be due and payable on the first day of  each  of
the  first  60 months following the date of this Note.   Interest
shall accrue in arrears and shall be computed on the basis  of  a
360-day year and a 30-day month.

      Both principal and interest are payable in lawful money  of
the United States of America.

      2.    Acceleration/Events of Default.  At the option of Dr.
Longworth,  the  entire unpaid principal balance  hereunder  with
interest  then  outstanding  shall  become  immediately  due  and
payable  upon  the occurrence of any of the following  events  of
default (hereinafter "Events of Default") which are not cured  in
accordance with the provisions of Section 3:  (i) failure to  pay
principal when due on this Note; (ii) failure to pay any interest
on  this  Note  30  days after payment is due; (iii)  failure  to
perform  any  other covenant of Omega under this Note,  and  such
failure continues for 60 days after written notice by the holder;
and  (iv)  the  making  of  an  assignment  for  the  benefit  of
creditors, trust mortgage or composition with creditors or  other
arrangement  of  similar  import by or the  commencement  of  any
proceedings  under  any  bankruptcy or  insolvency  law,  now  or
hereafter enacted, by or against, Omega or any endorser.

      3.   Omega's Right to Cure.  Notwithstanding the foregoing,
Omega  shall  at  minimum have the right: (i)  to  cure  monetary
defaults   hereunder  or  under  any  instrument,   document   or
undertaking  given or entered into in connection herewith  within
15 calendar days after the Event of Default; and (ii) to cure non-
monetary   defaults  hereunder  or  under  any  such  instrument,
document or undertaking within 30 calendar  days after the  Event
of  Default,  in  which event, this Note and the  loan  evidenced
hereby shall be reinstated.  The time periods provided herein for
cure  shall be concurrent with and not consecutive to  any  other
grace  periods  which may be provided in or with respect  to  any
obligation having the benefit of this provision.

      4.    Voluntary Prepayment.  Omega may prepay this Note  in
whole  or  in  part at any time without penalty or premium,  upon
written notice to Dr. Longworth.

      5.   Expenses.  Omega agrees to pay all expenses, including
reasonable  attorney's  fees, which Dr. Longworth  may  incur  in
effecting collection of this Note upon default or at maturity.

      6.    Delays.  Dr. Longworth shall not, by any act,  delay,
omission or otherwise, be deemed to have waived any of his rights
or remedies hereunder unless such waiver be in writing and signed
by  Dr.  Longworth.  A delay, omission or waiver on one  occasion
shall not be deemed a waiver or bar on any future occasion of the
same or any other right.

      7.   Certain Waivers.  Omega hereby (i) waives presentment,
demand,  notice,  protest and all other demands  and  notices  in
connection with the delivery, acceptance, performance, default or
enforcement of this Note, except as specifically provided  herein
with respect to notices of non-monetary default; (ii) waives  all
suretyship  defenses;  and  (iii) assents  to  any  extension  or
postponement  of the time of payment or any other  indulgence  or
forbearance  and  to the addition or release of any  other  party
primarily or secondarily liable.

     8.   Remedies.  Omega hereby acknowledges and agrees that no
remedy  of  Dr.  Longworth under this  Note  is  intended  to  be
exclusive  of  any other remedy, and each and every remedy  given
hereunder  now  or  hereafter existing at law  or  in  equity  by
statute  or other provision of law may be exercised in any  order
or   manner   without  waiving  rights  and  may   be   exercised
cumulatively.

      9.    Notices.  Notices to Omega shall be deemed given when
delivered  in hand to Omega, or one (1) day after being  sent  by
receipted  commercial, overnight courier or five (5)  days  after
being  mailed by certified mail, postage prepaid, return  receipt
requested,  to Omega at 3621 Silver Spur Lane, Acton,  California
93510  or  other address of which Omega shall have  notified  Dr.
Longworth in writing.

      10.   Governing  Law.  This Note shall be deemed  to  be  a
California  instrument, and all rights and obligations  hereunder
shall be governed by the laws of the State of California.



                    INTENTIONALLY LEFT BLANK
      This  instrument has been duly executed by  an  officer  of
Omega  duly authorized, and shall take effect upon the  date  and
year first above written.


WITNESS:                           OMEGA ORTHODONTICS, INC.


/s/  Steven E. Borgeson                       By:  /s/ Robert  J.
Schulhof
Name:       Steven  E.  Borgeson                      Robert   J.
Schulhof,
                                      President