EXHIBIT 10.46
BOST1-626289-3
                         DEMAND NOTE



LENDER:             Omega Orthodontics, Inc.
                    3621 Silver Spur Lane
                    Acton, California 93510

BORROWER:           Robert J. Schulhof
                    3621 Silver Spur Lane
                    Acton, California 93510

DATE:                    December 3, 1997

PRINCIPAL AMOUNT:   $100,000.00

INTEREST RATE:      Variable at a rate which is Two  Percent
                    (2%)  per  annum above the  Wall  Street
                    Journal Prime Rate.  Each change in such
                    interest   rate   shall   take    effect
                    simultaneously  with  the  corresponding
                    change in such Prime Rate.  "Prime Rate"
                    shall   mean   the  rate   of   interest
                    announced  by  the Wall  Street  Journal
                    from time to time as its "Prime Rate."

      ON DEMAND, but if not sooner demanded, then in thirty-
six  (36)  months  from  the date  hereof,  the  undersigned
Borrower  promises  to  pay to Omega Orthodontics,  Inc.,  a
Delaware  corporation (the "Lender"), at  3621  Silver  Spur
Lane, Acton, California 93510 or other location specified by
Lender  in writing, ONE HUNDRED THOUSAND and 00/100  DOLLARS
($100,000.00),  with interest thereon at the  Interest  Rate
hereinabove  specified, interest payable  in  arrears,  upon
demand, but if not sooner demanded, then in thirty-six  (36)
months  from the date hereof.  Interest hereunder  shall  be
computed on the basis of a 360-day year and a 30-day month.
     
     1.    Acceleration.     At the option  of  Lender,  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:  (i) failure
to  honor,  observe  or  perform any liability,  obligation,
covenant  or  agreement hereunder or under  any  instrument,
document   or  undertaking  given  in  connection  herewith,
including without limitation, failure to make, when due  any
payment  required hereunder or in connection  herewith;  and
(ii)  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, Borrower  or  any
endorser.

     2.    Voluntary Prepayment.    Borrower may prepay this
Note  in  whole  or in part at any time without  penalty  or
premium.

     3.    Expenses.    Borrower agrees to pay all expenses,
including reasonable attorneys' fees, which Lender may incur
in  effecting  collection of this Note upon  default  or  at
maturity.

      4.    Delays.    Lender shall not, by any act,  delay,
omission or otherwise, be deemed to have waived any  of  its
rights  or  remedies  hereunder unless  such  waiver  be  in
writing  and signed by Lender.  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.

      5.    Certain Waivers.    Borrower 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;  (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.

      6.    Remedies.     Borrower hereby  acknowledges  and
agrees  that no remedy of Lender 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 statutes or other provision of law,  may  be
exercised in any order or manner without waiving rights  and
may be exercised cumulatively.

     7.    Notices.    Notices to Borrower shall  be  deemed
given  when  delivered in hand to Borrower, 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  Borrower  at
3621  Silver  Spur Lane, Acton, California  93510  or  other
address  of  which  Borrower shall have notified  Lender  in
writing.

      8.   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.

      This  instrument has been duly executed by  Robert  J.
Schulhof, and shall take effect upon the date and year first
above written.


WITNESS:                           BORROWER:


/a/ Margaret Schulhof                        By:  /s/ Robert
J. Schulhof
Margaret   Schulhof                              Robert   J.
Schulhof