EXHIBIT 10.29
 
                                PROMISSORY NOTE

$40,605.84                                             Anaheim Hills, California
                                                     Dated as of August 31, 1996
 

     FOR VALUE RECEIVED, the undersigned, KENNETH J. DAVIS, promises to pay to
the order of GMS DENTAL GROUP, INC., a Delaware corporation (the "Company"), the
principal sum of Forty Thousand Six Hundred Five and 84/100 Dollars
($40,605.84), 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 410,160
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 goverened 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/ Kenneth J. Davis
                                            ------------------------------------
                                            Kenneth J. Davis