1 EXHIBIT 10.53 AGREEMENT OF PURCHASE AND SALE

1
EXHIBIT 10.53

AGREEMENT OF PURCHASE AND SALE

By and Between

PRINCETON MEDICAL MANAGEMENT NORTHEAST, INC.

and

VALLEY FORGE DENTAL ASSOCIATES, INC.

TABLE OF CONTENTS

SECTION PAGE
------- ----

Recitals ................................... 1

I Purchase and Sale of the Assets ............ 1
II Representations, Warranties, Covenants
and Agreements of the Seller ............... 5
III Representations, Warranties, Covenants
and Agreements of the Purchaser ............ 19
IV Additional Covenants of the Seller and
the Purchaser ............................ 20
V Closing .................................... 23
VI Conditions to the Seller's Obligation to
Close .................................... 23
VII Conditions to the Purchaser's
Obligation to Close ........................ 25
VIII Indemnification ............................ 27
IX Brokers and Finders ........................ 30
X Transfer of Name ........................... 30
XI Miscellaneous .............................. 30

Signatures ................................. 34

SCHEDULES

I. EXCLUDED ASSETS
II. ASSUMED LIABILITIES
III. CONTINGENT PAYMENTS
IV. ALLOCATION OF PURCHASE PRICE

EXHIBITS

A. FORM OF PROMISSORY NOTE
B. CERTAIN CONSENTS, LINES, CONTRACTS, PERMITS AND OTHER MATTERS
C. FINANCIAL STATEMENTS
D. CERTAIN EMPLOYEES OF THE BUSINESS
E. EMPLOYEE BENEFIT PLANS
F. INTELLECTUAL PROPERTY RIGHTS
G. BANK ACCOUNTS
H-1. FORM OF EMPLOYMENT AGREEMENT - XXXXXXXX XXXX,
D.D.S.
H-2. FORM OF MODIFICATION AGREEMENT
I. FORM OF ASSIGNMENT OF LEASE

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AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT made as of the 1st day of May, 1997 by and between
Princeton Medical Management Northeast, Inc., a Florida corporation (the
"Seller"), and Valley Forge Dental Associates, Inc., a Delaware corporation
(the "Purchaser").

W I T N E S S E T H:

WHEREAS, the Seller, together with Century Dental Center, P.C., a
Pennsylvania professional corporation ("Century Dental"), is engaged in the
business of operating and managing a dental practice under the name "Century
Dental Center" which provides dental services and related activities at one (1)
facility in the city of Springfield in the Commonwealth of Pennsylvania (such
activities being hereinafter referred to as the "Business"); and

WHEREAS, the Purchaser (or its designee) desires to acquire
from the Seller certain assets of the Seller described in Section I(C)(i)
hereof (the "Assets") and to assume certain liabilities and contractual
obligations of the Seller as described in Section I(C)(ii) hereof (the "Assumed
Liabilities"), and the Seller desires to sell or assign the Assets and to
assign the Assumed Liabilities to the Purchaser (or its designee), on the terms
and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, and intending to be legally
bound, the parties hereto hereby agree as follows:

SECTION I

PURCHASE AND SALE OF THE ASSETS

A. Purchase and Sale of the Assets. Subject to the terms and
conditions of this Agreement and on the basis of the representations,
warranties, covenants and agreements herein contained, at the Closing
(as hereinafter defined):

(i) The Seller agrees to sell, assign and convey to
the Purchaser (or its designee), and the Purchaser (or its designee)
agrees to purchase, acquire and accept from the Seller, the Assets.

(ii) The Seller agrees to assign to the Purchaser (or
its designee) and the Purchaser (or its designee) agrees to accept and
assume from the Seller, the Assumed Liabilities. The Purchaser (and
its designee) shall not assume and shall have no responsibility with
respect to, and shall be indemnified by the Seller against any and all
liabilities or obligations of the Seller, other than the Assumed
Liabilities.

B. Purchase Price. The purchase price (the "Purchase Price")
for the Assets is (i) $355,109.38 and (ii) the contingent payments, if
earned (the "Contingent Payments"), provided for in Section I(D)
hereof. The Purchase Price payable at the Closing shall be made by (a)
delivery to the Seller of $234,585.87 in immediately available funds by
means of a wire transfer to an account designated by the Seller, (b) at
the direction of the Seller, delivery to First Republic Bank ("First
Republic") of $61,655.25 in immediately available funds by means of a
wire transfer to an account designated by First Republic, (c) at the
direction of the Seller, delivery to Xxxxxxxx X. Xxxx, D.D.S., P.C.
f/k/a Century Dental Center I, P.C. ("Century") of $29,434.13 in
immediately available funds by means of a wire transfer to an account
designated by Century and (d) delivery of an 8% promissory note of the
Purchaser in the principal amount of $29,434.13 in the form of Exhibit
A attached hereto.

C. Assets; Assumed Liabilities.

(i) The Assets shall consist of all assets, business,
contract rights, patient records, financial books and financial
records, other books and records and good will, of every kind
and nature, real, personal, and mixed, tangible and intangible,
wherever located, of the Seller used in or in any way related to the
Business as conducted by the Seller, including, but not limited to,
inventory and supplies, prepaid expenses, deposits, tradenames,
trademarks, patents, copyrights, inventions, books and records, patient
files, and all other agreements and arrangements necessary for the
uninterrupted and continuing operation of the Business, except for the
assets listed in Schedule I hereto (the "Excluded Assets").

(ii) The Assumed Liabilities shall consist of and shall
be limited solely to the obligations and liabilities of the Seller
incurred in connection with the Business listed in Schedule II hereto.
The Purchaser (and its designee) shall not assume, shall have no
responsibility with respect to, and shall be indemnified, by the
Seller against any liabilities or obligations of the Seller or the
Business, except for the Assumed Liabilities set forth in Schedule II
hereto. The Seller shall remain liable for, and shall pay when due,
any and all obligations and liabilities of the Seller and the Business
other than the Assumed Liabilities.

(iii) It is specifically understood and agreed that
the Assumed Liabilities shall not include (a) liabilities of the Seller
or the Business for expenses incurred or accrued, at any time, in
connection with the transactions contemplated by this Agreement
or in any other connection not in the ordinary course of business, (b)
liabilities of the Seller or the Business for federal, state and
municipal income, sales, franchise and other taxes, including any
interest, penalties and assessments thereon, and (c) liabilities of the
Seller or the Business arising out of or relating to any governmental
or private payor claims, returns, invoices, cost reports, late filings
or billing practices which relate to any period prior to the date of
Closing. Neither the Purchaser nor any designee of the Purchaser
assuming the Assumed Liabilities shall assume any liabilities of the
Seller or the Business in connection with any understanding or
agreement, whether written or oral, with respect to any retirement
plan, including, but not limited to, any profit sharing, 401(k) or
defined benefit plan (as defined in Section 414(j) of the Internal
Revenue Code of 1986, as amended (the "Code").

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D. Contingent Payments. Each of the Seller and the Purchaser
acknowledges and agrees that since the Business has a short operating
history, the full value of the Business on the date of the
Closing is difficult to ascertain with any degree of certainty on the
date of Closing. Accordingly, the parties to this Agreement agree that
it is appropriate to provide for the Contingent Payments set forth in
this Section I(D) to reflect more accurately the full value of the
Business on the date of Closing. Subject to the conditions set forth
herein and in Schedule III hereto, within thirty (30) days after May
31, 1997 and, May 31, 1998, the Purchaser shall deliver to the Seller,
the Contingent Payments, if any, payable with respect to the
twelve-month periods ending May 31, 1997 and May 31, 1998,
respectively. The amount of the Contingent Payments payable to the
Seller with respect to each such twelve-month period (each, a
"Contingent Period") (i) shall be based upon the achievement by the
Contingent Payment Business (as hereinafter defined) of targeted "net
operating revenues" (as hereinafter defined) during such Contingent
Period and (ii) shall be determined in accordance with the provisions
hereof and Schedule III hereto. Each of the Contingent Payments, if
earned, shall be made by delivery to the Seller of bank checks payable
to the order of the Seller in such amounts of cash as is determined in
accordance with Schedule III hereto.

E. Computation of Net Operating Revenues. The Purchaser shall,
within thirty (30) days after the end of each Contingent Period,
compute the amount of the net operating revenues of the Contingent
Payment Business for such Contingent Period. The amount so
computed shall be the net operating revenues for purposes of
determining whether or not Contingent Payments shall be due and
payable. Notwithstanding the determination of net operating revenues
for any applicable period by the Purchaser, the Seller shall receive
the information upon which such determination was made, and shall, in
the event of a dispute as to the amount or method of calculation of
such net operating revenues have the right to review all work papers
relating to the determination of net operating revenues. For purposes
of this Agreement, (i) "net operating revenues" of the Contingent
Payment Business shall mean gross charges billed for all services
provided by the Contingent Payment Business, including capitation
revenues pursuant to prepaid dental plans (or, in the event that all or
substantially all of the assets and business of the Contingent Payment
Business, shall have been transferred to another entity or entities,
the allocable portion of the gross charges of such other entity or
entities attributable to the Contingent Payment Business) during the
applicable Contingent Period less any necessary adjustments to reflect
patient refunds and amounts which are determined to be uncollectible at
the time of billing (contractual allowances) or in the future (billing
errors) as determined in accordance with generally accepted accounting
principles consistent with the Purchaser's accounting practices.

For purposes of Sections I(D) and I(E) hereof and Schedule III
hereto, the term "Contingent Payment Business" shall mean the
operations, services and activities of the Business as operated by
the Purchaser (or its designee) combined with the operations of any
related professional corporation managed by the Purchaser (or its
designee) as such operations relate to the Business.

F. Allocation. The Purchase Price (including the Assumed
Liabilities) shall be allocated as set forth in Schedule IV hereto.
The parties hereto agree that the allocation of the Purchase Price
is intended to comply with the allocation

method required by Section 1060 of the Code. The parties shall
cooperate to comply with all substantive and procedural requirements of
Section 1060 of the Code and any regulations thereunder, and the
allocation shall be adjusted if, and to the extent, necessary to comply
with the requirements of Section 1060 of the Code. Neither the
Purchaser nor the Seller will take or permit any affiliated
person to take, for federal, state or local income tax purposes, any
position inconsistent with the allocation set forth in Schedule IV
hereto, or, if applicable, such adjusted allocation. Each of the
Purchaser and the Seller agrees that each of them shall attach to its
tax returns for the tax year in which the Closing shall occur an
information statement on Form 8594, which shall be completed in
accordance with allocations set forth in Schedule IV hereto.

G. Assignment. The parties hereto agree that the Purchaser may
designate one or more direct or indirect wholly owned subsidiaries of
the Purchaser to acquire the Assets and to assume the Assumed
Liabilities; provided, however, that the Purchaser's payment
obligations hereunder shall not be affected by any such designations by
the Purchaser.

SECTION II

REPRESENTATIONS, WARRANTIES, COVENANTS
AND AGREEMENTS OF THE SELLER

The Seller hereby represents and warrants to, and covenants and
agrees with, the Purchaser, as of the date hereof and as of the date of
the Closing, that:

A. Organization and Qualification. The Seller is duly
organized, validly existing and in good standing under the laws of the
State of Florida, is duly qualified to do business in the
Commonwealth of Pennsylvania, and has full corporate power and
authority to own its properties and to conduct the Business. The
Seller has full power, authority and legal right and all necessary
approvals, permits, licenses and authorizations to own its properties
and to conduct the Business and to enter into and consummate the
transactions contemplated under this Agreement, except for such
approvals, permits, licenses and authorizations, the absence of which
would not have a material adverse effect on the business, financial
condition, operations or prospects of the Business taken as a whole (a
"Material Adverse Effect"). The copies of the certificate of
incorporation and by-laws of the Seller which have been delivered to
the Purchaser are complete and correct.

B. Authority. The execution and delivery of this Agreement by
the Seller, the performance by the Seller of its covenants and
agreements hereunder and the consummation by the Seller of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action. This Agreement constitutes a valid and
legally binding obligation of the Seller, enforceable against the
Seller in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights generally or by general principles of
equity.

C. No Legal Bar; Conflicts. Neither the execution and delivery
of this Agreement, nor the consummation of the transactions
contemplated hereby,

violates any provision of the certificate of incorporation or by-laws
of the Seller or any statute, ordinance, regulation, order, judgment or
decree of any court or governmental agency or board, or conflicts with
or will result in any breach of any of the terms of or constitute a
default under or result in the termination of or the creation of any
lien pursuant to the terms of any contract or agreement to which the
Seller is a party or by which the Seller or any of the Assets is bound,
except where such violation, conflict, breach, default, termination, or
lien creation would not have a Material Adverse Effect. No consents,
approvals or authorizations of, or filings with, any governmental
authority or any other person or entity are required in connection with
the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and the operation of the Business by
the Purchaser (or its designee) subsequent to the Closing, except for
required consents, if any, to assignment of contracts, leases and other
agreements as set forth in Exhibit B.

D. Financial Statements; No Undisclosed Liabilities. The
Seller has delivered to the Purchaser the balance sheets of the
Business as of December 31, 1995 and December 31, 1994, and the income
statements for the six-month period ended March 31, 1997, the
nine-month period ended September 30, 1996, and the twelve-month period
ended December 31, 1995 and December 31, 1994, which financial
statements (collectively, the "Financial Statements") were internally
prepared. The Financial Statements are true and correct in all
material respects and have been prepared in accordance with generally
accepted accounting principles applied consistently throughout the
periods involved. The Financial Statements fully and fairly present the
financial condition of the Business as at the dates thereof and the
results of the operations of the Business for the periods indicated.
Except to the extent set forth in or provided for in the Financial
Statements or as identified in Exhibit B, and except for current
liabilities incurred in the ordinary course of business consistent with
past practices (and not materially different in type or amount), the
Seller, with respect to the Business, has no liabilities or obligations
of any nature, whether accrued, absolute, contingent or otherwise,
whether due or to become due, whether properly reflected under
generally accepted accounting principles as a liability or a charge or
reserve against an asset or equity account, and whether the amount
thereof is readily ascertainable or not. The Seller is not aware of
any material omissions in the Financial Statements. A true and correct
copy of the Financial Statements is attached hereto as Exhibit C.

E. Absence of Certain Changes. Except as set forth in Exhibit
B, subsequent to March 31, 1997, there has not been any (i) adverse or
prospective adverse change in the condition of the Business, financial
or otherwise, or in the results of the operations of the Seller, in
connection with the Business which has or could reasonably be expected
to result in a Material Adverse Effect; (ii) damage or destruction
(whether or not insured) affecting the properties or business
operations of the Seller, in connection with the Business, or the
Assets; (iii) labor dispute or, to the best of the knowledge of the
Seller, threatened labor dispute involving any of the employees of the
Business, or any resignations, or to the best of the knowledge of the
Seller, threatened resignations of dentists, orthodontists, or other
professional employees, or notice that dentists, orthodontists, or
other professional employees intend to take leaves of absence, with or
without pay; (iv) actual or, to the best of the knowledge of the
Seller, threatened disputes pertaining to the Business with any
major accounts or referral sources of the Business, or actual or, to
the best of the knowledge

of the Seller, threatened loss of business from any of the major
accounts or referral sources of the Business, except where such
disputes or losses would not have a Material Adverse Effect; (v)
changes in the methods or procedures for billing or collection of
customer accounts or recording of customer accounts receivable or
reserves for doubtful accounts with respect to the Business; or (vi)
other event or condition, known to the Seller or which in the exercise
of reasonable diligence should be known to the Seller, not disclosed in
this Agreement pertaining to and adversely affecting the Assets or the
Business.

F. No Dividends, Loans, Etc. Except as set forth in Exhibit B,
subsequent to March 31, 1997, the Seller has not, except in the normal
course of business, paid or discharged any outstanding indebtedness.
Subsequent to March 31, 1997, the Seller, in connection with the
Business, has paid all normal and recurring installments (i) of bank
indebtedness, (ii) under leases and contractual obligations and (iii)
of other amounts due and payable to any persons. Subsequent to March
31, 1997, the Seller has not, in the conduct of the Business, incurred
any bank indebtedness, entered into any leases, loan agreements or
contracts, obligations or arrangements for the payment of money or
property to any person, or permitted any liens or encumbrances to
attach to any of its assets.

G. Real Property Owned or Leased. A list and brief description
of all real property owned by or leased to or by the Seller in
connection with the Business or in which the Sellers in the conduct of
the Business, has any interest is set forth in Exhibit B. All such
leased real property is held subject to written leases or other
agreements (a description of which, including the expiration date of
all leases, is set forth in Exhibit B) which are valid and effective in
accordance with their respective terms, and there are no existing
defaults or events of default, or events which with notice or lapse of
time or both would constitute defaults, thereunder on the part of the
Seller in the conduct of the Business, except for such defaults, if
any, which would not have a Material Adverse Effect. The Seller has no
knowledge of any default or claimed or purported or alleged default or
state of facts which with notice or lapse of time or both would
constitute a default on the part of any other party in the performance
of any obligation to be performed or paid by such other party under any
lease referred to in Exhibit B, except where the failure to have good
and valid title would not have a Material Adverse Effect. The Seller
has not received any written or oral notice to the effect that any
lease will not be renewed at the termination of the term thereof or
that any such lease will be renewed only at a substantially higher
rent.

H. Title to Assets; Condition of Property. The Seller has good
and valid title to the Assets owned by it (in the case of owned real
property and the improvements thereon, good and marketable title in fee
simple) including, without limitation, the properties and assets
reflected in the Financial Statements (except for assets leased under
leases set forth in Exhibit B, inventory and other assets sold or
retired and accounts receivable collected upon, since March 31, 1997 in
the ordinary course of business consistent with past practices), free
and clear of all liens, charges, encumbrances, security interests or
claims whatsoever, except as set forth in Exhibit B. The Seller has
the right, power and authority to sell and transfer the Assets owned by
it to the Purchaser (or its designee), and upon such transfer the
Purchaser (or its designee) will acquire good and marketable title to
the Assets, free and clear of all liens, charges, encumbrances,
security interests or claims whatsoever, except as set forth in Exhibit
B. The properties and assets of the Seller include all properties and
assets used in the operations of the Business as currently conducted.
All such properties and assets of the Seller are in good condition and
repair, consistent with their respective ages, and have been maintained
and serviced in accordance with the normal practices of the Seller.
None of such properties or assets is subject to any liens, charges,
encumbrances or security interests, except as set forth in Exhibit B.
None of such properties or assets (including the Assets) (or uses to
which they are put) fails to conform with any applicable agreement,
law, ordinance or regulation in a manner which could reasonably be
expected to have a Material Adverse Effect or is likely to be material
to the operation of the Business.

I. Taxes. The Seller has filed or caused to be filed on a
timely basis, all federal, state, local, foreign and other tax returns,
reports and declarations (collectively, "Tax Returns") required to be
filed by the Seller in connection with the Business except for those
Tax Returns required to be filed for the taxable year ending December
31, 1996 for which the Seller has timely filed an extension request.
All Tax Returns filed by the Seller on behalf of the Business are true,
complete and correct in all material respects. The Seller has paid all
income, estimated, excise, franchise, gross receipts, capital stock,
profits, stamp, occupation, sales, use, transfer, value added, property
(whether real, personal or mixed), employment, unemployment,
disability, withholding, social security, workers' compensation and
other taxes, and interest, penalties, fines, costs and assessments
(collectively, "Taxes"), due and payable with respect to the periods
covered by such Tax Returns (whether or not reflected thereon). There
are no tax liens on any of the properties or assets, real, personal or
mixed, tangible or intangible, of the Seller in connection with the
Business. Since March 31, 1997, the Seller in connection with the
Business has not incurred any tax liability other than in the ordinary
course of business. Except as set forth in Exhibit B, no Tax Return of
the Seller in connection with the Business has ever been audited. No
deficiency in Taxes for any period has been asserted by any taxing
authority which remains unpaid at the date hereof (the results of any
settlement being set forth on Exhibit B hereto), no written inquiries
or notices have been received by the Seller in connection with the
Business from any taxing authority with respect to possible claims for
Taxes and the Seller knows of no reason to believe that such an inquiry
or notice is pending or threatened, and there is no basis for any
additional claims or assessments for Taxes. The Seller in connection
with the Business has not agreed to the extension of the statute of
limitations with respect to any Tax Return or tax period. The Seller
has delivered to the Purchaser copies of the federal and state income
or

franchise or other type of Tax Returns filed by the Seller in
connection with the Business for the past three years and for all other
past periods as to which the appropriate statute of limitations has not
lapsed.

J. Permits; Compliance with Applicable Law.

(i) General. The Seller is not in default under any,
and has complied with all, statutes, including the Americans with
Disabilities Act, ordinances, regulations, orders, judgments and
decrees of any court or governmental entity or agency, relating to the
Business or the Assets as to which a default or failure to comply might
have a Material Adverse Effect on the Business or the Assets. The
Seller has no knowledge of any basis for assertion of any violation of
the foregoing or for any claim for compensation or damages or otherwise
arising out of any violation of the foregoing. The Seller has not
received any notification of any asserted present or past failure to
comply with any of the foregoing which has not been satisfactorily
responded to in the time period required thereunder.

(ii) Permits. Set forth in Exhibit B is a complete and
accurate list of all permits, licenses, approvals, franchises and
authorizations issued by governmental entities or other regulatory
authorities, federal, state or local (collectively the "Permits"),
held by the Seller in connection with the Business. The Permits set
forth in Exhibit B are all the Permits required for the conduct of the
Business. All the Permits set forth in Exhibit B are in full force and
effect, and the Seller has not engaged in any activity which would
cause or permit revocation or suspension of any such Permit, and no
action or proceeding looking to or contemplating the revocation or
suspension of any such Permit is pending or, to the best of the
knowledge of the Seller, threatened. There are no existing defaults or
events of default or events or state of facts which with notice or
lapse of time or both would constitute a material default by the Seller
under any such Permit. The Seller has no knowledge of any default or
claimed or purported or alleged default or state of facts which with
notice or lapse of time or both would constitute a default on the part
of any party in the performance of any obligation to be performed or
paid by any party under any Permit set forth in Exhibit B. Except as
set forth in Exhibit B, the consummation of the transactions
contemplated hereby will in no way affect the continuation, validity or
effectiveness of the Permits set forth in Exhibit B or require the
consent of any person.

(iii) Environmental. (a) To the best of the knowledge
of the Seller, the Seller in connection with the Business, has duly
complied with, and the real estate owned by it or subject to the
leases listed in Exhibit B and the improvements thereon, and all other
real estate leased by the Seller in connection with the Business, and
the improvements thereon (all such owned or leased real estate
hereinafter referred to collectively as the "Premises") are in
compliance with, the provisions of all federal, state and local
environmental, health and safety laws, codes and ordinances and all
rules and regulations promulgated thereunder, except where the failure
to so comply would not have a Material Adverse Effect.

(b) To the best of the knowledge of the Seller,
the Seller in connection with the Business has been issued, and will
maintain until the date of the Closing, all required federal, state
and local permits, licenses, certificates and approvals relating to (i)
air emissions, (ii) discharges to surface water or ground water,

(iii) noise emissions, (iv) solid or liquid waste disposal, (v) the
use, generation, storage, transportation or disposal of toxic or
hazardous substances or wastes (intended hereby and hereafter to
include any and all such materials listed in any federal, state or
local law, code or ordinance and all rules and regulations promulgated
thereunder, as hazardous or potentially hazardous), or (vi) other
environmental, health and safety matters.

(c) The Seller has not received any notice of,
and knows of no facts which might constitute violations of, any
federal, state or local environmental, health or safety laws, codes or
ordinances, and any rules or regulations promulgated thereunder,
which relate to the use, ownership or occupancy of any of the Premises
owned, leased or occupied by the Seller in connection with the
Business. The Seller is not in violation of any rights-of-way or
restrictions affecting any of the Premises or any rights appurtenant
thereto.

(iv) Medicare, Medicaid and CHAMPUS. The Business has
had no net revenues from the Medicare, Medicaid and CHAMPUS programs
during the calendar years 1994, 1995, 1996, and the first four (4)
months of 1997.

K. Licenses. The Seller does not produce or distribute any
product nor does it perform any service under a proprietary license
granted by another entity and it has not licensed its rights in
any current or planned products, designs or services to any other
entities. The Seller has the right to use all computer software,
including all property rights constituting part of that computer
software, used in connection with the Business (the "Computer
Software"). A list of all written licenses pertaining to the Computer
Software is set forth in Exhibit B (the "Licenses"). The Seller does
not have any knowledge that any of the Licenses may not be valid or
enforceable by the Seller or that the use of the Computer Software or
any of the Licenses may infringe upon or conflict with the rights of
any third party. The Seller has not granted any licenses to use the
Computer Software or any sub-licenses with respect to any of the
Licenses.

L. Inventories. The inventories and equipment of the Seller
in connection with the Business are in all material respects
merchantable and fully usable in the ordinary course of business.

M. Contractual and Other Obligations. Set forth in Exhibit B
is a list and brief description of all (i) contracts, agreements,
licenses, leases, arrangements (written or oral) and other documents to
which the Seller in connection with the Business is a party or by which
the Seller in connection with the Business is bound (including, in the
case of loan agreements, a description of the amounts of any
outstanding borrowings thereunder and the collateral, if any, for such
borrowings); (ii) obligations and liabilities of the Seller in
connection with the Business pursuant to uncompleted orders for the
purchase of materials, supplies, equipment and services for the
requirements of the Business with respect to which the remaining
obligation of the Seller in connection with the Business is in excess
of $7,500; and (iii) material contingent obligations and liabilities of
the Seller in connection with the Business (all of the foregoing being
hereinafter referred to as the "Contracts.") The Seller is not in
material default in the performance of any covenant or condition under
any Contract and no claim of such a default has been made and, to the
best of the knowledge of the Seller, no event has occurred which with
the giving of notice or the lapse of time would

constitute a default under any covenant or condition under any
Contract, except where such default would not have a Material Adverse
Effect. The Seller is not a party to any Contract which would
terminate or be adversely affected by the consummation of the
transactions contemplated by this Agreement. The Seller in connection
with the Business is not a party to any Contract expected to be
performed at a loss. Originals or true, correct and complete copies of
all written Contracts have been provided to the Purchaser.

N. Compensation. Set forth in Exhibit D attached hereto is a
list of all written or oral agreements between the Business and each
person employed by or independently contracting with the Business with
regard to compensation, whether individually or collectively, and set
forth in Exhibit D is a list of all employees or independent
contractors of the Business entitled to receive annual compensation in
excess of $35,000 and their respective positions, job categories and
salaries. The transactions contemplated by this Agreement will not
result in any liability for severance pay to any employee or
independent contractor of the Business. The Business has not informed
any employee or independent contractor providing services to the
Business that such person will receive any increase in compensation or
benefits or any ownership interest in the Business.

O. Employee Benefit Plans. Except as set forth in Exhibit E
attached hereto, neither the Seller nor its parent corporation (the
"Parent") maintains or sponsors, nor are they required to make
contributions to, any pension, profit-sharing, savings, bonus,
incentive or deferred compensation, severance pay, medical, life
insurance, welfare or other employee benefit plan. All pension,
profit-sharing, savings, bonus, incentive or deferred compensation,
severance pay, medical, life insurance, welfare or other employee
benefit plans within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (hereinafter
referred to as "ERISA"), in which the employees of the Business
participate (such plans and related trusts, insurance and annuity
contracts, funding media and related agreements and arrangements being
hereinafter referred to as the "Benefit Plans") comply with all
requirements of the Department of Labor (the "DOL") and the Internal
Revenue Service, and with all other applicable law, and neither the
Seller nor the Parent has taken or failed to take any action with
respect to the Benefit Plans which might create any liability on the
part of the Seller or the Purchaser. Each "fiduciary" (within the
meaning of Section 3(21)(A) of ERISA) as to each Benefit Plan has
complied in all respects with the requirements of ERISA and all other
applicable laws in respect of each such Benefit Plan. The Seller has
furnished to the Purchaser copies or accurate summaries of all Benefit
Plans and all financial statements, actuarial reports and annual
reports and returns filed with the Internal Revenue Service with
respect to such Benefit Plans for a period of three years prior to the
date hereof. Such financial statements, actuarial reports and annual
reports and returns are true and correct in all respects, and none of
the actuarial assumptions underlying such documents have changed since
the respective dates thereof. In addition:

(i) Each Benefit Plan intended to qualify under Section
401(a) of the Code has received a favorable determination
letter from the Internal Revenue Service as to its
qualification under Section 401(a) of the Code;

(ii) Neither the Seller nor the Parent maintains,
sponsors or contributes to (nor are required to contribute to)
and has never withdrawn from, maintained, sponsored or
contributed to (nor has ever been required to contribute to)
a "defined benefit plan" (within the meaning of Section 3(35)
of ERISA), or a "multiemployer plan" (within the meaning of
Section 3(37) of ERISA);

(iii) Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated
herein will result in the withdrawal (partially or totally
within the meaning of ERISA) from any Benefit Plan, or in any
withdrawal or other liability of any nature to the Seller, the
Parent or the Purchaser under any Benefit Plan;

(iv) No "prohibited transaction" (within the meaning of
Section 406 of ERISA or Section 4975(c) of the Code) has
occurred with respect to any Benefit Plan;

(v) No provision of any Benefit Plan or of any
agreement, and no act or omission of the Seller or the Parent
in any way limits, impairs, modifies or otherwise affects the
right of the Seller or the Parent to amend any Benefit Plan,
subject to the requirements of applicable law;

(vi) There are no contributions which are or hereafter
will be required to have been made to trusts on behalf of the
employees of the Business in connection with any Benefit Plan
that would constitute a "defined contribution plan" (within the
meaning of Section 3(34) of ERISA);

(vii) Other than claims in the ordinary course for
benefits with respect to the Benefit Plans, there are no
actions, suits or claims (including claims for income Taxes,
interest, penalties, fines or excise Taxes with respect
thereto) pending with respect to any Benefit Plan, or any
circumstances which might give rise to any such action, suit or
claim (including claims for income Taxes, interest, penalties,
fines or excise Taxes with respect thereto);

(viii) All reports, returns and similar documents with
respect to the Benefit Plans required to be filed with any
governmental agency have been so filed; and

(ix) Neither the Seller nor the Parent has any
obligation to provide health or other welfare benefits to
former, retired or terminated employees, except as specifically
required under Section 4980B of the Code or Section 601 of
ERISA. The Seller and the Parent has complied with the notice
and continuation requirements of Section 4980B of the Code and
Section 601 of ERISA and the regulations thereunder.

The Seller agrees that it will or cause the Parent to,
as of the Closing, fully vest all employees of the Business who become
employees of the Purchaser as a result of the transactions contemplated
herein in their account balances under the Plan.

P. Labor Relations. There have been no violations of any
federal, state or local statutes, laws, ordinances, rules, regulations,
orders or directives with respect to the employment of individuals by,
or the employment practices or work conditions of the Business, or with
respect to the terms and conditions of employment, wages and hours,
which violations would have, either individually or in the aggregate, a
Material Adverse Effect. The Business is not engaged in any unfair
labor practice or other unlawful employment practice and there are no
charges of unfair labor practices or other employee-related complaints
pending or, to the best of the knowledge of the Seller, threatened
against the Business or before the National Labor Relations Board, the
Equal Employment Opportunity Commission, the Occupational Safety and
Health Review Commission, the Department of Labor or any other federal,
state, local or other governmental authority. There is no strike,
picketing, slowdown or work stoppage or organizational attempt pending
or, to the best of the knowledge of the Seller, threatened against or
involving the Business. No issue with respect to union representation
is pending or, to the best of the knowledge of the Seller, threatened
with respect to the employees of the Business. No union or collective
bargaining unit or other labor organization has ever been certified or
recognized by Business as the representative of any of the employees of
the Business.

Q. Increases in Compensation or Benefits. Except as set forth
in Exhibit D, subsequent to March 31, 1997, there have been no
increases in the compensation payable or to become payable to any of
the employees involved in the Business and there have been no payments
or provisions for any awards, bonuses, stock options, loans, profit
sharing, pension, retirement or welfare plans or similar or other
disbursements or arrangements for or on behalf of such employees (or
related parties thereof), in each case, other than pursuant to
currently existing plans or arrangements, if any, set forth in Exhibit
E; provided, however, that in no event was any such increase in
compensation or any such payment or provision made with respect to any
employees earning in excess of $20,000 per annum. All commissions
heretofore earned and all bonuses heretofore granted to employees
involved in the Business have been paid in full to such employees. The
vacation policy of the Business is set forth in Exhibit E. Except as
set forth in Exhibit D, no employee involved in the Business is
entitled to vacation time in excess of three weeks during the current
calendar year and no employee involved in the Business has any accrued
vacation or sick time with respect to any prior period.

R. Insurance. The Seller maintains insurance policies covering
all of its assets and properties and the various occurrences which may
arise in connection with the operation of the Business. Such policies
are in full force and effect and all premiums due thereon prior to or
on the date of the Closing have been paid in full. The Seller has
complied in all respects with all the provisions of such policies. A
complete list of the insurance policies maintained by the Seller with
regard to the Business is set forth in Exhibit B. There are no notices
of any pending or, to the best of the knowledge of the Seller,
threatened termination or premium increases with respect to any of such
policies. The Seller has not had any material casualty loss or
occurrence which may give rise to any claim of any kind not covered by
insurance and the Seller is not aware of any occurrence which may give
rise to any claim of any kind not covered by insurance. To the best of
the knowledge of the Seller, no third party has filed any claim against
the Seller for personal injury or property damage of a kind for which
liability insurance is generally available which is not fully insured,
subject only to the standard

15
deductible. All claims against or involving the Business covered by
insurance have been reported to the insurance carrier on a timely basis.

S. Conduct of Business. The Seller is not restricted from
conducting the Business in any location by agreement or court decree.

T. Allowances. The Seller has no obligation to make allowances
to any of its customers or patients, except allowances which are
consistent with its past practices.

U. Patents, Trademarks, etc. Set forth in Exhibit F attached
hereto is a list and brief description of all of the patents,
registered and common law trademarks, service marks, tradenames,
copyrights, licenses and other similar rights of the Seller in
connection with the Business and applications for each of the
foregoing. The Seller owns all right, title and interest in and to all
such proprietary rights. To the best of the knowledge of the Seller,
the proprietary rights listed are all such rights necessary to the
conduct of the Business as currently conducted by the Seller; no
adverse claims have been made and no dispute has arisen with respect to
any of the said proprietary rights; and the operations of the Business
and the use by the Seller of such proprietary rights do not involve
infringement or claimed infringement of any patent, trademark, service
xxxx, tradename, copyright, license or similar right.

V. Power of Attorney. The Seller in connection with the
Business has not granted any power of attorney (revocable or
irrevocable) to any person, firm or corporation for any purpose
whatsoever.

W. Use of Names. All names under which the Business is
currently conducted are listed in Exhibit F. Except for Century Dental
Center I, P.C. and Century Dental Center II, P.C., there are no other
persons or businesses conducting businesses similar to those of the
Seller in the Commonwealth of Pennsylvania having the right to use or
using any of the names set forth in Exhibit F or any variants of such
names; and no other person or business has ever attempted to restrain
the Seller from using such names or any variants thereof.

X. Accounts Payable, Indebtedness, Etc. The accounts and notes
payable and accrued expenses reflected in the Financial Statements, and
the accounts and notes payable and accrued expenses incurred by the
Seller in connection with the Business subsequent to the date of the
Financial Statements, are in all respects valid claims that arose in
the ordinary course of business. Since March 31, 1997, the accounts
and notes payable, accrued expenses and debt of the Seller in
connection with the Business have been paid in a manner consistent
with past practice.

Y. No Foreign Person. The Seller is not a foreign person
within the meaning of Section 1445(b)(2) of the Code.

Z. Licensure, etc. Each individual employed or contracted with
by the Seller in connection with the Business to provide professional
services is licensed to provide such services and is otherwise in
compliance with all federal, state and local laws, rules and
regulations relating to such professional licensure. Each individual
now or formerly employed or contracted with by the Seller in connection
with the Business to

provide professional services was duly licensed to provide such
services during all periods prior to the Closing when such employee or
independent contractor provided such services on behalf of the Seller.
The Seller in connection with the Business is in compliance with all
relevant state laws and precedents relating to the corporate practice
of the learned or licensed professions, and there are no material
claims, disputes, actions, suits, proceedings or investigations
currently pending, or, to the best of the knowledge of the Seller,
threatened or filed or commenced against or affecting the Business or
any such licensed professional providing services to the Seller on the
date of the Closing relating to such laws and precedents, and no such
material claim, dispute, action, suit, proceeding or investigation has
been filed or commenced during the five-year period preceding the date
of this Agreement, and the Seller is not aware of any basis for such a
valid claim. To the best of the knowledge of the Seller, the
acquisition of the Assets by the Purchaser (or its designee) as
contemplated by this Agreement will not affect the ability of the
Purchaser to operate the Business as heretofore operated in compliance
with all applicable laws provided that the Purchaser complies with all
applicable laws regarding the corporate practice of dentistry.

AA. Books and Records. The books and records of the Business
are in all material respects complete and correct, have been maintained
in accordance with good business practices and accurately reflect the
basis for the financial position and results of operations of the
Business set forth in the Financial Statements. All of such books and
records, including true and complete copies of all material written
Contracts, have been made available for inspection by the Purchaser and
its representatives.

BB. Litigation; Disputes. Except as set forth in Exhibit B,
there are no claims, disputes, actions, suits, investigations or
proceedings pending or, to the best of the knowledge of the Seller,
threatened against or affecting the Business or the Assets. Except as
set forth in Exhibit B, no such claim, dispute, action, suit,
proceeding or investigation has been pending or, to the best of the
knowledge of the Seller, threatened during the five-year period
preceding the date of this Agreement. There is no basis for any such
claim, dispute, action, suit, investigation or proceeding. The Seller
has no knowledge of any default under any such action, suit or
proceeding. The Seller in the conduct of the Business is not in
default in respect of any judgment, order, writ, injunction or decree
of any court or of any federal, state, municipal or other government
department, commission, bureau, agency or instrumentality or any
arbitrator.

CC. Location of Seller and Assets. Set forth in Exhibit B is
each location (specifying state, county and city) where the Seller in
connection with the Business, (i) has a place of business, (ii) owns or
leases real property and (iii) owns or leases any other property,
including inventory, equipment and furniture.

DD. Bank Accounts. Set forth in Exhibit G attached
hereto is a list of all bank accounts maintained in the
name of the Seller in connection with the Business, and a
brief description of the persons having power to sign
with respect to each such account.

EE. Disclosure. No representation or warranty made
under any Section hereof and none of the information
furnished by the Seller set forth herein, in the exhibits
hereto or in any document

17
delivered by the Seller to the Purchaser, or any authorized
representative of the Purchaser, pursuant to this Agreement
contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements
herein or therein not misleading.

SECTION III

REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS OF THE PURCHASER

The Purchaser hereby represents and warrants to, and covenants
and agrees with, the Seller, as of the date hereof and as of the date
of the Closing, that:

A. Organization and Qualification. The Purchaser is duly
organized, validly existing and in good standing under the laws of the
State of Delaware and has full corporate power and authority to
purchase the Assets.

B. Authority. The execution and delivery of this Agreement by
the Purchaser, the performance by the Purchaser of its covenants and
agreements hereunder and the consummation by the Purchaser of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action. This Agreement constitutes a valid and
legally binding obligation of the Purchaser, enforceable against it in
accordance with its terms.

C. No Legal Bar; Conflicts. Neither the execution and delivery
of this Agreement, nor the consummation of the transactions
contemplated hereby, violates any provision of the certificate of
incorporation or by-laws of the Purchaser or any statute, ordinance,
regulation, order, judgment or decree of any court or governmental
agency or board, or conflicts with or will result in any breach of any
of the terms of or constitute a default under or result in the
termination of or the creation of any lien pursuant to the terms of any
contract or agreement to which the Purchaser is a party or by which the
Purchaser or any of its assets is bound.

SECTION IV

ADDITIONAL COVENANTS OF THE
SELLER AND THE PURCHASER

A. Correspondence, Etc. The Seller covenants and agrees that,
subsequent to the Closing, it will deliver to the Purchaser, promptly
after the receipt thereof, all inquiries, correspondence and other
materials received by it from any person or entity relating to the
Business.

B. Books and Records. Each of the Purchaser and the Seller
covenants and agrees that, subsequent to the Closing, it shall give the
other party reasonable access to the historical financial books and
records and patient files of the Business (subject to applicable laws
regarding confidentiality of such patient files), to the extent such
books and records and files are not included in the Assets, for a
period of five years from the date of the Closing. Each of the
Purchaser and the Seller shall retain all such books and records and
files in substantially their condition at the time of

the Closing. None of such books and records and files shall be
destroyed without the prior written approval of the other party
or without first offering such books and records and files to the other
party.

C. Discharge of Obligations. The Seller covenants and agrees,
subsequent to the Closing, to pay promptly and to otherwise fulfill and
discharge all obligations and liabilities of the Seller in connection
with the Business which are not Assumed Liabilities hereunder when due
and payable and otherwise prior to the time at which any of such
obligations or liabilities could in any way result in or give rise to a
claim against the Assets, the Business or the Purchaser, result in the
imposition of any lien, charge or encumbrance on any of the Assets, or
adversely affect the Purchaser's title to or use of any of the Assets
including, without limitation, any and all sales, use, transfer,
corporate, payroll and/or business and mercantile taxes, penalties and
interest owned to the Commonwealth of Pennsylvania and/or Xxxxxx
Township, and processing fees required by that certain Real Property
Lease (the "Lease") listed under "Real Property" in Exhibit B hereto
for the facility located at 000 Xxxxx Xxxxx Xxxx, Xxxxxxxxxxx,
Xxxxxxxxxxxx, (the "Facility") in connection with the Assignment of
Lease to be entered into between the Purchaser and the Seller on the
date of the Closing for the Facility (the "Assignment of Lease").

D. Delivery of Funds. Subsequent to the Closing, the Seller
shall deliver on a daily basis any funds and any checks except for
those checks which relate to pre-closing receivables (as hereinafter
defined), notes, drafts and other instruments for the payment of money,
duly endorsed to the Purchaser, received by the Seller comprising
payment of any amounts due from customers of the Business or others for
services rendered by the Business, including pursuant to any provider
agreements constituting part of the Assets.

E. Collection of Accounts Receivable. The Purchaser covenants
and agrees to act as collection agent on behalf of the Seller with
respect to the accounts receivable of the Business which were
outstanding on the date of the Closing (the "pre-closing receivables")
and the Purchaser further covenants and agrees to use its reasonable
best efforts to collect such pre-closing receivables for a reasonable
period of time not to exceed one (1) year from the date hereof or such
shorter time upon the mutual agreement of the Seller and the Purchaser.

The Seller covenants and agrees to pay to the Purchaser a fee
equal to ten percent (10%) of the pre-closing receivables collected by
the Purchaser to compensate the Purchaser for the services rendered
with respect to the collection of the pre-closing receivables by the
Purchaser.

F. Post-Closing Third Party Consents. In the event that any
third party consents which the Seller is required to obtain (including
consent to the Assignment of Lease) are not obtained prior to Closing
and the Closing nonetheless occurs, the Seller hereby covenants to use
such party's best efforts to obtain such consents within 30 days
following the Closing.

G. Pass Through of Rights and Obligations. In the event that
the Seller is unable to obtain the necessary consents set forth in
Exhibit B hereto prior to the Closing and the Closing nevertheless
occurs, the Seller agrees that until such time

as such consents are obtained or in the event the Seller is unable to
obtain such consents, the Seller shall pass through to the Purchaser
the benefits and the obligations arising under the agreements
listed under "Real Property", "Contracts" and "Provider Source
Contracts" in Exhibit B hereto as if such agreements were assigned to
the Purchaser (or its designee) pursuant to this Agreement. The
Purchaser agrees that such pass through of rights and obligations shall
satisfy all obligations of the Seller to obtain the necessary consents
set forth in Exhibit B.

H. Assignment of Lease. The Purchaser covenants and agrees
that within ten (10) business days of receiving written notice from
Xxxxxx XYZ Associates (the "Landlord") that the Landlord consents to
the Assignment of Lease, the Purchaser shall pay to the Seller (i)
$7,542 in immediately available funds, which amount shall represent the
security deposit under the Lease, less fifteen percent (15%), and (ii)
the Purchaser's pro rata share (from the date of the Closing) of the
rental payment under the Lease for the month of May, 1997. In the
event that the Landlord's consent is not granted on or before May 31,
1997, the Purchaser may elect to pay to the Seller the rental payment
for the month of June, and, in such event, the Seller covenants and
agrees to timely pay to the Landlord the monthly rental payment for the
month of June. In the event that the Landlord does not consent to the
Assignment of Lease, each of the Purchaser and the Seller covenants and
agrees that the Purchaser (or its designee) and the Seller shall enter
into a sublease for the Facility.

SECTION V

CLOSING

A. Time and Place of Closing. The closing of the purchase and
sale of the Assets as set forth herein (the "Closing") shall be held on
May 20, 1997 at such location or in such manner as is mutually agreed
upon by the parties.

B. Delivery of Assets. Delivery of the Assets shall be made by
the Seller to the Purchaser (or its designee) at the Closing by
delivering such deeds, bills of sale, assignments and other instruments
of conveyance and transfer, and such powers of attorney, as shall be
effective to vest in the Purchaser (or its designee) title to or other
interest in, and the right to full custody and control of, the Assets,
free and clear of all liens, charges, encumbrances and security
interests whatsoever.

C. Tax Matters. All transfer, documentary, stamp,
registration, value added, sales, use and other such taxes and fees
(including any penalties and interest) incurred in connection with this
Agreement shall be borne and paid by the Seller when due, and the
Seller will, at its own expense, file all necessary tax returns and
other documentation with respect to all such taxes and fees.

D. Assumption of Liabilities. At the Closing, the Purchaser
(or its designee) shall deliver to the Seller such instruments as shall
be sufficient to effect the assumption by the Purchaser (or its
designee) of the Assumed Liabilities.

E. Contracts and Books. At the Closing, the Seller shall make
available to the Purchaser the Contracts and the books and records of
the Business constituting a part of the Assets.

F. Additional Steps. At the Closing, the Seller shall take all
steps required to put the Purchaser (or its designee) in actual
possession and control of the Assets.

SECTION VI

CONDITIONS TO THE SELLER'S OBLIGATIONS TO CLOSE

The obligations of the Seller to sell the Assets and otherwise
consummate the transactions contemplated by this Agreement at the
Closing are subject to the following conditions precedent, any or all
of which may be waived by the Seller in its sole discretion, and each
of which the Purchaser hereby agrees to use its best efforts to satisfy
at or prior to the Closing:

A. No Litigation. No action, suit or proceeding against the
Seller or the Purchaser relating to the consummation of any of the
transactions contemplated by this Agreement or any governmental action
seeking to delay or enjoin any such transactions shall be pending or
threatened.

B. Representations and Warranties. The representations and
warranties made by the Purchaser herein shall be correct as of the date
of the Closing in all respects with the same force and effect as though
such representations and warranties had been made as of the date of the
Closing, and on the date of the Closing, the Purchaser shall deliver to
the Seller a certificate dated the date of the Closing to such effect.
All the terms, covenants and conditions of this Agreement to be
complied with and performed by the Purchaser on or before the date of
the Closing shall have been duly complied with and performed in all
respects, and, on the date of the Closing, the Purchaser shall deliver
to the Seller a certificate dated the date of the Closing to such
effect.

C. Other Certificates. The Seller shall have received such
additional certificates, instruments and other documents, in form and
substance satisfactory to it and its counsel, as it shall have
reasonably requested in connection with the transactions contemplated
hereby.

D. Employment Agreement and Modification Agreement. The
Purchaser (or its designee) and Xxxxxxxx Xxxx ("Xxxx") shall have
entered into an employment agreement in the form of Exhibit H attached
hereto (the "Employment Agreement") and a consent to assignment and
modification agreement in the form of Exhibit H-2 attached hereto (the
"Modification Agreement").

E. Assumption of Liabilities. The Seller shall have received
evidence, in form and substance satisfactory to it and its counsel, of
the assumption of the Assumed Liabilities listed in Schedule II hereto.

21
SECTION VII

CONDITIONS TO THE PURCHASER'S OBLIGATION TO CLOSE

The obligation of the Purchaser to purchase the Assets and
otherwise consummate the transactions contemplated by this Agreement at
the Closing is subject to the following conditions precedent, any or
all of which may be waived by the Purchaser in its sole discretion, and
each of which the Seller hereby agree to use its best efforts to
satisfy at or prior to the Closing:

A. Opinion of Counsel. The Purchaser shall have received an
opinion of Xxxxxx & Xxxxxx, Attorneys at Law, counsel for the Seller,
delivered to the Purchaser pursuant to the instructions of the Seller,
dated the date of the Closing, in form and substance satisfactory to
the Purchaser and its counsel, Messrs. Xxxxxx & Xxxxxx, to the effect
that:

(i) The Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Florida, and is duly qualified to do business in the
Commonwealth of Pennsylvania. The Seller has full corporate
power and authority to own its properties and to conduct the
businesses in which it is now engaged.

(ii) This Agreement has been duly authorized, executed
and delivered by the Seller and constitutes the valid and
legally binding obligation of the Seller, enforceable against
the Seller in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, or other similar laws affecting creditors'
rights generally or by general principles of equity.

(iii) Neither the execution and delivery of this
Agreement, nor the consummation of the transactions
contemplated hereby, violates any provision of the articles of
incorporation or by-laws of the Seller. To the knowledge of
such counsel, based solely upon a representation from the
Seller, neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated thereby,
violates any statute, ordinance, regulation, order, judgment or
decree of any court or governmental agency or conflicts with or
will result in any breach of any of the terms of or constitute
a default under or result in the termination of or the creation
of any lien pursuant to the terms of any contract or agreement
(related to the Business) to which the Seller is a party or by
which the Seller or the Assets (as such term is defined in the
Agreement) is bound.

(iv) The deeds, bills of sale, assignments and other
instruments of transfer of ownership delivered by the Seller
have been duly executed and delivered and are valid and binding
in accordance with their terms. To the knowledge of such
counsel, based solely upon a representation of the Seller, the
deeds, bills of sale, assignments and other instruments of
transfer of ownership delivered by the Seller are sufficient to
convey to the Purchaser (or

its designee) all the right, title and interest of the Seller
in and to the Assets, free and clear of any liens, charges,
security interest or claims whatsoever except for those liens
set forth in Exhibit B.

(v) To the knowledge of such counsel, based solely upon
representation of the Seller there are no claims, disputes,
actions, suits or proceedings pending or threatened against the
Seller with regard to the Business or the Assets.

B. No Litigation. No action, suit or proceeding against the
Seller or the Purchaser relating to the consummation of any of the
transactions contemplated by this Agreement nor any governmental action
seeking to delay or enjoin any such transactions shall be pending or
threatened.

C. Representations and Warranties. The representations and
warranties made by the Seller herein shall be correct as of the date of
the Closing in all respects with the same force and effect as though
such representations and warranties had been made as of the date of the
Closing, and on the date of the Closing, the Seller shall deliver to
the Purchaser a certificate dated the date of the Closing to such
effect. All the terms, covenants and conditions of this Agreement to
be complied with and performed by the Seller on or before the date of
the Closing shall have been duly complied with and performed in all
respects, and on the date of the Closing, the Seller shall deliver to
the Purchaser a certificate dated the date of the Closing to such
effect.

D. Other Certificates. The Purchaser shall have received such
other certificates, instruments and other documents, in form and
substance satisfactory to the Purchaser and counsel for the Purchaser,
as it shall have reasonably requested in connection with the
transactions contemplated hereby.

E. Sale of All the Assets. All of the Assets of the Business,
with the exception of the Excluded Assets, shall be sold to the
Purchaser (or its designee) at the Closing.

F. Third Party Consents. The Purchaser shall have received all
necessary consents of third parties under the contracts, agreements,
leases and other instruments of the Business, which consents shall not
provide for the acceleration of any liabilities or any other detriment
to the Purchaser or the Business.

G. Malpractice Insurance. The Seller shall present evidence
satisfactory to the Purchaser that each professional employed by the
Business shall have malpractice insurance in such amounts as are
necessary and customary for such professionals.

H. Employment Agreement and Modification Agreement. The
Purchaser (or its designee) and Xxxx shall have entered into the
Employment Agreement and Modification Agreement.

I. Governmental Licenses and Permits. The Purchaser (and its
designee) have obtained all required authorizations, permits and
licenses required for it to operate the Business.

J. Assignment of Lease. The Purchaser (or its designee) and
the Seller shall have entered into the Assignment of Lease.

SECTION VIII

INDEMNIFICATION

A. Indemnification by the Seller. The Seller shall indemnify
and hold harmless the Purchaser from and against all losses, claims,
taxes, assessments, demands, damages, liabilities, obligations, costs
and/or expenses (hereinafter referred to collectively as the
"Purchaser's Damages"), including, without limitation, Purchaser's
Counsel Expenses (as hereinafter defined), sustained or incurred by the
Purchaser (or its designee) in any action, claim or proceeding (i)
between the Purchaser and the Seller or (ii) between the Purchaser and
any third party or (iii) otherwise (a) arising out of or relating to
the breach of any of the obligations, covenants or provisions of, or
the inaccuracy of any of the representations or warranties made by the
Seller herein or (b) arising out of or relating to any liabilities or
obligations of the Seller which are not Assumed Liabilities including,
without limitation, any and all sales, use, transfer, corporate,
payroll, and/or business and mercantile taxes, penalties, and interest,
owed to the Commonwealth of Pennsylvania and/or Xxxxxx Township, and
any and all fees incurred in connection with the Assignment of Lease.
For purposes hereof, "Purchaser's Counsel Expenses" shall mean
reasonable fees and disbursements of counsel howsoever sustained or
incurred by the Purchaser (or its designee), including, without
limitation, in any action or proceeding between the Purchaser and any
third party. In addition to the right of the Purchaser to
indemnification hereunder, the Purchaser shall have the right from time
to time to set off the amount of any of the Purchaser's Damages that
the Purchaser is entitled to indemnification thereof against any
Contingent Payments. In the event that the Purchaser exercises its
right under this Section VIII(A) to set off the amount of any of the
Purchaser's Damages against any Contingent Payment and the Seller
disputes the validity of the Purchaser's Damages, the Purchaser agrees
to place such disputed amount in an escrow account to be held by Xxxxxx
& Xxxxxx until the dispute is resolved pursuant to the terms of this
Section VIII(A) and Section XI(F) hereof. Any amounts set off by the
Purchaser which are later awarded to the Seller in accordance with
Section XI(F) hereof shall accrue interest at a rate of 8% per annum
from the time of any such set off and shall include reasonable fees and
disbursements of counsel incurred by the Seller.

B. Indemnification by the Purchaser. The Purchaser shall
indemnify and hold harmless the Seller from and against any and all
losses, claims, assessments, demands, damages, liabilities,
obligations, costs and/or expenses (hereinafter referred to
collectively as the "Seller's Damages"; the Seller's Damages and the
Purchaser's Damages are sometimes referred to herein as the "Damages"),
including, without limitation, Seller's Counsel Expenses (as
hereinafter defined) sustained or incurred by the Seller in any action
or proceeding between (i) the Seller and the Purchaser or (ii) the
Seller and any third party or (iii) otherwise (a) by reason of the
breach of any of the obligations, covenants or provisions of, or the
inaccuracy of any of the representations or warranties made by, the
Purchaser herein, or (b) arising out of or relating to any

liabilities or obligations which are Assumed Liabilities. For purposes
hereof, "Seller's Counsel Expenses" shall mean reasonable fees and
disbursements of counsel howsoever sustained or incurred by the
Seller, including, without limitation, in any action or proceeding
between the Seller and the Purchaser or in any action or proceeding
between the Seller and a third party.

C. Procedure for Indemnification. In the event that any party
hereto shall incur (or anticipates that it may incur in the case of
third party claims) any Damages in respect of which indemnity may be
sought by such party pursuant to this Section VIII, the party
indemnified hereunder (the "Indemnitee") shall notify the party or
parties providing indemnification (the "Indemnitor") promptly; in the
case of third party claims, such notice shall in any event be given
within thirty (30) days of the filing or assertion of any claim against
the Indemnitee stating the nature and basis of such claim; provided,
however, that any delay or failure to notify any Indemnitor of any
claim shall not relieve it from any liability except to the extent that
the Indemnitor demonstrates that the defense of such action is
materially prejudiced by such delay or failure to notify. In the case
of third party claims, the Indemnitor shall, within ten (10) days of
receipt of notice of such claim, notify the Indemnitee of its intention
to assume the defense of such claim at its own expense. If the
Indemnitor shall not assume the defense of any such claim or litigation
resulting therefrom, the Indemnitee may defend against any such claim
or litigation in such manner as it may deem appropriate and the
Indemnitee may settle such claim or litigation on such terms as it may
deem appropriate. In the event that a dispute arises concerning the
obligation of the Indemnitor to assume the defense of a claim, or a
dispute arises concerning a claim hereunder which does not involve a
third party claim, or in the event that there is any other dispute
relating to indemnification, the parties shall submit any such dispute
to arbitration pursuant to Section XI(F) hereof; provided, however,
that the parties agree to negotiate in good faith for a period of at
least sixty (60) days prior to initiating arbitration to resolve any
dispute. If it shall be finally determined that the Indemnitor failed
to assume the defense of any claim for which the Indemnitor is liable
to the Indemnitee for Damages, then the expense of defending the claim
shall be borne by the Indemnitor. Payment of the Damages shall be made
within ten (10) days of a final determination of a claim.

A final determination of a claim shall be (i) a judgment of any
court determining the validity of a disputed claim, if no appeal is
pending from such judgment or if the time to appeal therefrom has
elapsed, (ii) an award of any arbitration determining the validity of
such disputed claim, it there is not pending any motion to set aside
such award or if the time within which to move to set such award aside
has elapsed, (iii) a written termination of the dispute with respect to
such claim signed by all of the parties thereto or their attorneys,
(iv) a written acknowledgement of the Indemnitor that he or it no
longer disputes the validity of such claim, or (v) such other evidence
of final determination of a claim as shall be acceptable to the
parties.

SECTION IX

BROKERS AND FINDERS

A. The Seller's Obligations. The Purchaser shall not have any
obligation to pay any fee or other compensation to any person, firm or
corporation dealt with by the Seller in connection with this Agreement
and the transactions contemplated hereby and the Seller hereby agrees
to indemnify and save the Purchaser (or its designee) harmless from any
liability, damage, cost or expense arising from any claim for any such
fee or other compensation.

B. The Purchaser's Obligations. The Seller shall not have any
obligation to pay any fee or other compensation to any person, firm or
corporation dealt with by the Purchaser in connection with this
Agreement and the transactions contemplated hereby and the Purchaser
agrees to indemnify and save the Seller harmless from any liability,
damage, cost or expense arising from any claim for any such fee or
other compensation.

SECTION X

TRANSFER OF NAME

At the Closing, the Seller shall deliver to the Purchaser a
written consent duly executed by the Seller evidencing its consent to
the use by the Purchaser and any subsidiaries, affiliated companies or
assigns of the Purchaser of the name "Century Dental" and all variants
thereof.

SECTION XI

MISCELLANEOUS

A. Notices. All notices, requests or instructions hereunder
shall be in writing and delivered personally, sent by telecopy or
sent by registered or certified mail, postage prepaid, as follows:

(1) If to the Seller:

c/o Princeton Dental Management Corp.
0000 Xxxx 000 Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Chief Financial Officer
Telecopy No.: (000) 000-0000
Telephone No.: (000) 000-0000

with a copy to:

Xxxxxx & Xxxxxx, Attorneys at Law
000 X. XxXxxxx #0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
Telecopy No.: (000) 000-0000
Telephone No.: (000) 000-0000

(3) If to the Purchaser:

0000 Xxxx Xxxxx Xxxxxx
Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxx
Telecopy No.: (000) 000-0000
Telephone No.: (000) 000-0000

27
with a copy to:

Xxxxxx & Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Telecopy No.: (000) 000-0000
Telephone No.: (000) 000-0000

Any of the above addresses may be changed at any time by notice given
as provided above; provided, however, that any such notice of change of
address shall be effective only upon receipt. All notices, requests or
instructions given in accordance herewith shall be deemed received
on the date of delivery, if hand delivered or telecopied, and five
business days after the date of mailing, if mailed.

B. Survival of Representations. Each representation, warranty,
covenant and agreement of the parties hereto herein contained shall
survive the Closing, notwithstanding any investigation at any time made
by or on behalf of any party hereto, for a period of two (2) years from
the date of the Closing; except (a) for covenants and agreements to be
performed subsequent to the Closing and (b) that nothing in the
foregoing shall be deemed to diminish any Indemnitor's indemnification
obligations to an Indemnitee respecting (i) claims for Damages made
prior to the date which is two (2) years after the date of the Closing
or (ii) claims for Damages based on breaches of Sections II(I) or II(J)
and common law fraud, which shall survive for the duration of the
applicable statutes of limitations periods governing third party claims
made with respect to such liabilities.

C. Entire Agreement. This Agreement and the documents referred
to herein contain the entire agreement among the parties hereto
with respect to the transactions contemplated hereby, and no
modification hereof shall be effective unless in writing and signed by
the party against which it is sought to be enforced.

D. Further Assurances. Each of the parties hereto shall use
such party's best efforts to take such actions as may be necessary or
reasonably requested by the other parties hereto to carry out and
consummate the transactions contemplated by this Agreement.

E. Expenses. Each of the parties hereto shall bear such
party's own expenses in connection with this Agreement and the
transactions contemplated hereby.

F. Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or any breach hereof, shall, be settled by
arbitration in accordance with the rules of the American Arbitration
Association then in effect and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
The arbitration shall be held in Chicago, Illinois.

G. Regulatory Matters. The Seller agrees that if as a result
of a regulatory change or for any other reason, the Purchaser shall
determine that it is necessary or desirable to restructure the manner
in which the Business is conducted or

the manner in which services are provided, the Seller shall, upon 30
days' prior written notice of the Purchaser, assist the Purchaser to
take promptly all necessary steps (as set forth in such notice) to
carry out such restructuring. The expenses related to such
restructuring shall be borne by the Purchaser.

H. Invalidity. Should any provision of this Agreement be held
by a court or arbitration panel of competent jurisdiction to be
enforceable only if modified, such holding shall not affect the
validity of the remainder of this Agreement, the balance of which shall
continue to be binding upon the parties hereto with any such
modification to become a part hereof and treated as though originally
set forth in this Agreement. The parties further agree that any such
court or arbitration panel is expressly authorized to modify any such
unenforceable provision of this Agreement in lieu of severing such
unenforceable provision from this Agreement in its entirety, whether by
rewriting the offending provision, deleting any or all of the offending
provision, adding additional language to this Agreement, or by making
such other modifications as it deems warranted to carry out the intent
and agreement of the parties as embodied herein to the maximum extent
permitted by law. The parties expressly agree that this Agreement as
modified by such court or arbitration panel shall be binding upon and
enforceable against each of them. In any event, should one or more of
the provisions of this Agreement be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof, and if
such provision or provisions are not modified as provided above, this
Agreement shall be construed as if such invalid, illegal or
unenforceable provisions had never been set forth herein.

I. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the successors and assigns of the
Seller and the Purchaser, respectively.

J. Governing Law. The validity of this Agreement and of any of
its terms or provisions, as well as the rights and duties of the
parties under this Agreement, shall be construed pursuant to and in
accordance with the laws of the Commonwealth of Pennsylvania.

K. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

* * *

IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.

PRINCETON MEDICAL MANAGEMENT
NORTHEAST, INC.

By ____________________________
Name:
Title:

VALLEY FORGE DENTAL
ASSOCIATES, INC.

By ____________________________
Name:
Title:

30
Schedule I
EXCLUDED ASSETS

1. Accounts Receivable of the Business outstanding on or prior to the date
of Closing.

2. Cash.

31
Schedule II
LIABILITIES TO BE ASSUMED

1. Acquisition Promissory Note dated March 31, 1993 payable to Cendent
Associates Limited Partnership in the current outstanding amount of
$91,089.38.

2. Real Property Lease dated November 7, 1991, between Xxxxxx XYZ Associates
and Century Dental Centers I, P.C., as amended by Letter Agreement dated
March 24, 1993, by and among Xxxxxx XYZ Associates, Century Dental Center
I, P.C. and Princeton Medical Management Northeast, Inc. and as assigned
to Princeton Medical Management Northeast, Inc. on March 31, 1993.

3. Independent Contractor Agreement originally dated March 31, 1993, and as
amended July 1, 1993 and December 2, 1994 and as extended on December 7,
1995 and as amended May 19, 1997 by and between Princeton Medical
Management Northeast, Inc., Century Dental Center I, P.C. and Xxxxxxxx
Xxxx, D.D.S.

4. Independent Contractor Agreement by and between Xx. Xxxxxx X. Xxxxxx and
Century Dental Center, P.C.

5. Independent Contractor Agreement by and between Xxxxxxx X. Xxxxxxx,
D.M.D. and Century Dental Center, P.C.

6. Provider Source Contracts listed in Exhibit B, number 11.

32
Schedule III
CONTINGENT PAYMENTS

The Target 100% net operating revenues and Contingent Payments
are as follows:

(1) Contingent Period Ending May 31, 1997:

Target 100% net operating
revenues $500,000

Target 100% Contingent Payments $90,000

(2) Contingent Period Ending May 31, 1998:

Target 100% net operating
revenues $550,000

Target 100% Contingent Payments $50,000

The aggregate amount of the Contingent Payments payable
to the Seller shall be determined by multiplying the Target 100%
Contingent Payments for the applicable Contingent Period by the Contingent
Multiplier (as hereinafter defined) for such Contingent Period.

The "Contingent Multiplier" shall be equal to the lesser of (i)
100%, and (ii) a fraction, expressed as a percentage, the numerator of which
shall be the net operating revenues of the Company for the applicable
Contingent Period calculated in accordance with Sections I(D) and (E) and the
denominator of which shall be the "Target 100% net operating revenues" set
forth above for such Contingent Period.

Notwithstanding anything else in this Agreement to the contrary,
the Purchaser shall have no obligation to make the Contingent Payments provided
for in Section I(D) with respect to any Contingent Period if the net operating
revenues of the Company are less than 90% of the Contingent Target 100%
therefor for any such Contingent Period. The maximum Contingent Payments for
any Contingent Period shall be 100% of the Target 100% Contingent Payments for
such Contingent Period.

33
Schedule IV
ALLOCATION OF PURCHASE PRICE

The Purchase Price shall be allocated to the Assets in accordance with the
following:

1. to fixed assets at their fair market value;

2. to accounts receivable at their net collectible value;

3. to cash in an amount equal to the aggregate amount thereof; and

4. remainder to goodwill.

34
EXHIBIT B
CERTAIN CONSENTS, LIENS,
CONTRACTS, PERMITS AND OTHER MATTERS

1. Required Consents.

All Contracts or Leases marked with an asterisk in Sections (2) and (5)
require a prior written consent for assignment.

2. Real Property.

(a) Owned:

(b) Leased:

(1) Lessor: Xxxxxx XYZ Associates
Lessee: Century Dental Centers I, P.C., assigned to
Princeton Medical Management Northeast,
Inc. by Letter Agreement dated March 24, 1993
Date: November 7, 1991, as amended Xxxxx 00, 0000
Xxxx: 10 Years plus options
Premises: 000 Xxxxx Xxxxx Xxxx, Xxxxxxxxxxx, XX
Square Feet: 2820
Rental
(Annual):

Year Base Operating Total
--------- ------- --------- -------
[S] [C] [C] [C]
1992 $59,246 $4,005 $63,431
1993-1994 $54,990 $4,005 $58,995
1995-1997 $62,040 $4,005 $66,045
1998-2001 $64,155 XXX XXX

Assignment: Not assignable without prior written
consent of lessor, which may not be
unreasonably withheld or delayed. Sale
of 51% of the value of the assets of lessee
is deemed an assignment. Options are not
assignable. Request for approval of
assignment requires $500 processing fee
except first request does not.

35
3. Liens.

Secured
Debtor Party Collateral Date filed No./Jurisdiction
------ ------- ---------- ---------------------------

-----------------------------------------------------------------------------------------------------
Century Dental First Executive Bank Blanket lien on assets Date filed: 1/6/92
Centers I, P.C. File No.: 92-51
Jurisdiction: Delaware
County, PA
Continuation
filed: 8/16/96
File No.: 96-202001

Century Dental Oral Scan Computer Date filed: 6/16/92
Centers, P.C. First Executive Bank Imaging System File No.: 92-1465
Continuation
filed: 8/16/96
File No.: 96-202002
-----------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxx Xxxx United States All property and rights Federal Tax Liens
Century Dental (1) Lien No.: 403521
Centers Lien Date: 12/18/92
Amount: $100,723.84
(2) Lien No.: 403522
Lien Date: 12/18/92
Amount: $5,622.63
(3) Lien No.: 404354
Lien Date: 7/22/93
Amount: $5,819.48
(4) Lien No.: 404817
Lien Date: 1/11/94
Amount: $42,675.48
(5) Lien No.: 404818
Lien Date: 1/11/94
Amount: $84,362.65
-----------------------------------------------------------------------------------------------------
Princeton Medical Century Dental Blanket lien on assets Date filed: 4/6/93
Management Center I, P.C. File No.: 93-708
Northeast, Inc. Cendent Associates Jurisdiction: Delaware
Limited Partnership County, PA
-----------------------------------------------------------------------------------------------------
Princeton Medical Century Dental Blanket lien on assets Date filed: 4/6/93
Management Center I, P.C. File No.: 21811616
Northeast, Inc. Jurisdiction: State of Delaware

4. Litigation.

(a) Xx. Xxxxxxxx X. Xxxx d/b/a Century Dental Centers I & II v. United
States
Case No.: 93-CV-5877
Filed: 11/5/93, E.D.P.A.
Status: Judgment in favor of United States in the amount of
$250,000 entered 7/11/96

(b) Century Dental Centers Inc. x. Xxxx Telephone PA
Case No.: 91-018028
Filed: 11/27/91, Delaware Common Pleas Court, PA

36
Status: Award of arbitrators entered in favor of Xxxx Telephone
in the amount of $7,000 on counterclaim. Order to
satisfy award filed 5/7/93.

(c) Century Dental Centers v. Xxxxxxx Xxxxx
Case No.: 95-050061
Filed: 0/0/00, Xxxxxxxx Xxxxxx Xxxxx Xxxxx, XX
Status: Release executed by Xxxxxxx Xxxxx on June 20, 1996

5. Contracts.

(a) Independent Contractor Agreement by and between Xx.
Xxxxxx X. Xxxxxx and Century Dental Centers for an open-ended
term with 180 days written notice required for termination.

(b) Independent Contractor Agreement by and between
Century Dental Centers, P.C. and Xxxxxxx X. Xxxxxxx, D.M.D.
effective August 2, 1995 for one year term; automatically
renewed for successive one year periods, unless terminated upon
30 days written notice.

(c) Independent Contractor Agreement originally dated
March 31, 1993, and as amended July 1, 1993 and December 2, 1994
and as extended on December 7, 1995 and May 15, 1997 by and
between Princeton Medical Management Northeast, Inc., Century
Dental Center I, P.C. and Xxxxxxxx Xxxx, D.D.S. Not assignable
by Century without Princeton's prior written approval.
Princeton may assign its interest to a purchaser of the dental
practice without Century's prior written consent.

(d) Security Agreement and Collateral Assignment of Lease
dated as of March 31, 1993 by and between Princeton Medical
Management Northeast, Century Dental Centers I, P.C. and Cendent
Associates Limited Partnership

(e) Guaranty dated as of March 31, 1993 by and between
Princeton Dental Management Corporation and Century Dental
Centers I, P.C., Cendent Associates Limited Partnership, and
Xxxxxxxx Xxxx

(f) Revolving Sales Agreement dated December 29, 1995 by
and between Norwest Financial CDC and Century Dental Center

6. Loans.

37
7. Insurance.

Insured Carrier Coverage Policy No.
------- ------- -------------------- ----------

Century Dental Centers State Workmen's Insurance Fund Workers' 03611065
Compensation

Princeton Medical St. Xxxx Fire & Marine Professional FK06402164/
Management Northeast Insurance Company Office/ Commercial FK06401861
General Liability

8. Vehicles.

9. Promissory Notes

(a) Note payable to Century Dental Centers I, P.C.

(b) Note payable to Cendent Associates Limited Partnership

10. Computer Software Matters

11. Provider Source Contracts

1. Between Insurance Dentists of America and Xxxxxxxx
Xxxx, and between IDOA and Xxxxx Xxxxxxxxx, approved November
22, 1994. Either party has right to terminate for any reason
upon 60 days written notice to the other. Either party may
terminate for cause upon 15 days prior written notice.
Agreement may not be assigned by Dentist without prior written
consent of IDOA.

2. Between The Guardian and Xxxxxxxx Xxxx, approved
November 23, 1994, and between The Guardian and Xxxxx Xxxxxxxxx,
approved January 5, 1995. One year term from the date contract
was signed. Renewed automatically for subsequent 12 month
periods unless terminated by either party. Either party may
terminate for cause if violation of the Agreement is not
remedied within 30 days. Either party may terminate without
cause by giving written notice to the other party at least 30
days prior to date of termination. Dentist may not assign
without the prior written consent of The Guardian.

38
3. Between Prudential Dental Network and Century Dental
Center (Xxxxxx Xxxxxx and Xxxxx Xxxxxxxxx as participating
providers) effective January 3, 1994. May be terminated without
cause by either party by giving 30 days written notice.

4. United Concordia Site Application completed by
Xxxxxxxx Xxxx and Provider Credential Applications completed by
Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxx.

5. Primary Dentist Agreement between U.S. Healthcare,
Dental Plan, Inc. ("Dental Plan") and Xxxxxxx Xxxxxxx. May be
terminated by either party by written notice given at least 90
days in advance of such termination. May not be assigned
without the written consent of Dental Plan.

6. Specialist Dental Agreement between U.S. Healthcare
Dental Plans, Inc. ("Dental Plans") and Xx. Xxxxxxxxx effective
July 26, 1994. Continues in effect unless terminated by either
party upon 90 days written notice. May not be assigned without
the written consent of Dental Plans.

7. Primary Dentist Agreement plus addendum between
Health Maintenance Organization of Pennsylvania, Inc. ("HMO")
and Xx. Xxxxxx X. Xxxxxx. May be terminated by either party by
written notice given at least 90 days in advance of such
termination. May not be assigned without the written consent of
HMO.

8. Primary Dentist Agreement between U.S. Healthcare,
Dental Plan, Inc. ("Dental Plan") and Xx. Xxxxxx X. Xxxxxx. May
be terminated by either party by written notice given at least
90 days in advance of such termination. May not be assigned
without the written consent of Dental Plan.

9. Primary Dentist Agreement plus Addendum between
Health Maintenance Organization of Pennsylvania, Inc. ("HMO")
and Dr. Xxxxxxxx Xxxx. May be terminated by either party by
written notice given at least 90 days in advance of such
termination. May not be assigned without the written consent of
HMO.

10. Primary Dentist Agreement between U.S. Healthcare,
Dental Plan, Inc. ("Dental Plan") and Dr. Xxxxxxxx Xxxx. May be
terminated by either party by written notice given at least 90
days in advance of such termination. May not be assigned
without the written consent of Dental Plan.

39
11. Primary Dentist Agreement plus addendum between Health
Maintenance Organization of Pennsylvania, Inc. and
Dr. Xxxxxxx Xxxxxxx. May be terminated by either party by
written notice given at least 90 days in advance of such
termination. May not be assigned without the written consent
of HMO.

12. Independent Dentist Listing Agreement dated December 2, 1994
between Dental Directory Services, Inc. ("DDS") and Xxxxxxxx
Xxxx. May be terminated by either party upon not less than 60
days prior written notice. May not be assigned without prior
written consent of DDS.

13. Independent Dentist Listing Agreement dated December 2, 1994
between Dental Directory Services, Inc. ("DDS") and Xxxxx
Xxxxxxxxx. May be terminated by either party upon not less than
60 days prior written notice. May not be assigned without prior
written consent of DDS.

14. Independent Dentist Listing Agreement dated December 2, 1994
between Dental Directory Services, Inc. ("DDS") and Xxxxxx X.
Xxxxxx. May be terminated by either party upon not less than
60 days prior written notice. May not be assigned without prior
written consent of DDS.

15. Provider Agreement between Countrywide Dental Program
and Xxxxxxxx Xxxx. In effect for 1 year and then automatically
renewed subject to cancellation by either party without cause
upon 60 days written notice. May not be assigned without prior
written consent.

16. Dental Care Agreement dated October 12, 1995 between
xxx Xxxxxxxxxx' Benefit Fund Dental Plan and Xxxxxx X. Xxxxxx.
Withdrawal from the Agreement must be made in writing within 30
days notice.

17. Dental Care Agreement dated October 12, 1995 between
xxx Xxxxxxxxxx' Benefit Fund Dental Plan and Xxxxxxxx Xxxx.
Withdrawal from the Agreement must be made in writing within 30
days notice of termination.

18. Dental Care Agreement dated September 13, 1994
between Xx. Xxxxx X. Xxxxxx, Xx. Xxxx Xxxxxx, Dr. Xxxxxxxx Xxxx,
and Xx. Xxxxxx Xxxxxx and xxx Xxxxxxxxxx Health and Welfare
Fund. Withdrawal from the Agreement must be made in writing
within 30 days notice of termination.

19. Agreement and Amendment dated September 6, 1994
between Blue Cross and Blue Shield of New Jersey, Inc. and Xx.
Xxxxxx Xxxxxx. May be cancelled by giving 30 days notice.

20. Agreement and Amendment dated September 6, 1994
between Blue Cross and Blue Shield of New Jersey, Inc. and
Xxxxxxxx Xxxx. May be cancelled by giving 30 days notice.

21. Agreement and Amendment dated September 6, 1994
between Blue Cross and Blue Shield of New Jersey, Inc. and Xxxxx
Xxxxxxxxx.

12. Business Locations.
(a) 000 Xxxxx Xxxxx Xxxx, Xxxxxxxxxxx, XX

41
EXHIBIT C

FINANCIAL STATEMENTS

See attached.

42
EXHIBIT D
CERTAIN EMPLOYEES OF THE BUSINESS

1. Employees and Independent Contractors of the Business earning in
excess of $35,000 per year:

Annual Salary/
Employee Name Employee Type Date of Hire Compensation
------------- ------------- ------------ --------------

Xxxxxxxx Xxxx, D.D.S. Dentist 6/96 30% of collections
plus $18,000 Quality
Control Services
plus 20% of
quarterly operating
profits up to
$30,000 and 25% of
quarterly operating
profits greater than
$30,000*

Xxxxxxx X. Xxxxxxx, D.M.D. Dentist 8/9/95 20% of Net Production

Xxxxxx X. Xxxxxx, D.D.S. Dentist 7/18/89 20% of Gross
Production or
$25/hour which ever
is greater

Dr. Xxxxx Xxxxxxx Oral Surgeon 40% of Net Production

Dr. Xx Xxxxxxxxx Periodontist 4/1/93 60% of TMJ production
50% of periodontal
net production
*Bonus is disputed by the Seller

2. Increases in compensation since March 31, 1997:
See attached.

3. Agreements between the Business and employees.
None.

4. Employees entitled to more than three weeks vacation during the
current calendar year:
See attached.

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5. Bonuses granted to employees which have not yet been paid in full:

None.

6. Terminated Employees:

None.

44
EXHIBIT E
EMPLOYEE BENEFIT PLANS

1. Princeton Dental Management Corporation 401(K) Plan (Plan #001)
(effective 7/1/94)

2. Princeton Dental Management Corporation Employee Benefit Plan (Group
Health Plan)

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EXHIBIT F
INTELLECTUAL PROPERTY RIGHTS

1. The name "Century Dental".

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EXHIBIT G

BANK ACCOUNTS

Persons with
Bank Account No. Type of Account Signature Authority
---------------- ------------ ----------------- -------------------

PNC Bank 00-0000-0000 Business Checking Xxxxxxxx Xxxx, D.D.S.,
Xxxxxxx Xxxxxxxxx and
Xxx Xxxxxxx

Mellon Bank NA 0-000-000 Business Checking

First of America 00-0000000-0 Business Checking Xxxxxxxx Xxxx, D.D.S.,
Xxxxxxxx Xxxxxxx
and Xxx Xxxxxxx

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Table of Contents

1 EXHIBIT 10.53 AGREEMENT OF PURCHASE AND SALE

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