Exhibit B

                         NON-NEGOTIABLE PROMISSORY NOTE

$110,000                                        Acton, California
                                                _________ ___, 1998


      FOR VALUE  RECEIVED,  Omega  Orthodontics,  Inc.,  a Delaware  corporation
("Omega"),  promises to pay to Dr. John F.  Whitaker  ("Dr.  Whitaker") at 13252
Hawthorne  Boulevard,  Suite  200,Hawthorne,  California 90250 or other location
specified  by  Dr.  Whitaker  in  writing,  One  Hundred  Ten  Thousand  Dollars
($110,000)  together  with  interest  on any and  all  principal  amounts,  such
interest  to be at the rate of 8.0% 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
first  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 48th
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  48  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.  Whitaker,  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. Whitaker.

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

      6.  Delays.  Dr.  Whitaker  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. Whitaker.  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.
Whitaker  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.  Whitaker  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.