EXHIBIT 10.24

                                PROMISSORY NOTE


$94,747.06                                          Anaheim Hills, California
                                                  Dated as of August 31, 1996

     
     FOR VALUE RECEIVED, the undersigned, GRANT M. SADLER, promises to pay to
the order of GMS DENTAL GROUP, INC., a Delaware corporation (the "Company"), the
principal sum of Ninety-Four Thousand Seven Hundred Forty-Seven and 06/100
Dollars ($94,747.06), with interest from the date hereof on the unpaid principal
at the applicable federal rate of 6.84%, compounded annually. The entire unpaid
balance of principal and interest shall be payable on August 31, 2000.

     If payment is not made when due, and if action is instituted on this note, 
the undersigned agrees to pay the Company reasonable attorneys' fees and costs 
of suit, as fixed by court.

     The undersigned shall have the right to prepay all or any part of the 
unpaid principal amount of this note, without premium, at any time prior to the 
maturity hereof on ten (10) days' prior written notice.

     This note is a full-recourse note originally secured by a pledge of 957,041
shares of Common Stock of the Company pursuant to a Security Agreement of even
date herewith, which is on file with the Secretary of the Company.

     This note shall be governed by and construed in accordance with the laws of
the State of California.

     IN WITNESS WHEREOF, the undersigned has signed, dated and delivered this 
note as of the date and year first above written.
  

                                           /s/ Grant M. Sadler
                                           -------------------------------------
                                           Grant M. Sadler