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                                                                   EXHIBIT 10.53





                         AGREEMENT OF PURCHASE AND SALE

                                 By and Between

                  PRINCETON MEDICAL MANAGEMENT NORTHEAST, INC.

                                      and

                      VALLEY FORGE DENTAL ASSOCIATES, INC.







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                              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 - JONATHAN NASH,
           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.





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                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 Jonathan D. Nash, 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





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        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,





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        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





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        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.





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                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





<PAGE>   10

        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,





<PAGE>   11





        (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





<PAGE>   12

        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;






<PAGE>   13

                        (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.






<PAGE>   14

                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





<PAGE>   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
        mark, 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





<PAGE>   16

        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





<PAGE>   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





<PAGE>   18

        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 Marple
        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 400 South State Road, Springfield,
        Pennsylvania, (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





<PAGE>   19

        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
        Marple 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.






<PAGE>   20

                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 Jonathan Nash ("Nash") 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.





<PAGE>   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 Brooks & Cahill, 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. Haythe & Curley, 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





<PAGE>   22

                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 Nash 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.





<PAGE>   23

                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 Marple 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 Haythe
        & Curley 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





<PAGE>   24

        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.






<PAGE>   25

                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.






<PAGE>   26

                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.
                        7421 West 100 Place
                        Bridgeview, Illinois  60455
                        Attention:  Chief Financial Officer
                        Telecopy No.:   (708) 430-8031
                        Telephone No.:  (708) 974-4000

                        with a copy to:

                        Brooks & Cahill, Attorneys at Law
                        208 S. LaSalle #1855
                        Chicago, Illinois  60604
                        Attention:  Kevin Cahill, Esq.
                        Telecopy No.:   (312) 641-6116
                        Telephone No.:  (312) 641-6105

                   (3)  If to the Purchaser:

                        1018 West Ninth Avenue
                        King of Prussia, Pennsylvania  19406
                        Attention:  Joseph Frank
                        Telecopy No.:  (610) 992-3392
                        Telephone No.: (610) 992-3319






<PAGE>   27
                        with a copy to:

                        Haythe & Curley
                        237 Park Avenue
                        New York, New York  10017
                        Attention:  Robert A. Ouimette, Esq.
                        Telecopy No.:  (212) 682-0200
                        Telephone No.: (212) 880-6000

        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





<PAGE>   28

        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.

                              *        *        *





<PAGE>   29

                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:




<PAGE>   30
                                                                      Schedule I
                                EXCLUDED ASSETS

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

2.   Cash.




<PAGE>   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 Marple XYZ Associates
     and Century Dental Centers I, P.C., as amended by Letter Agreement dated
     March 24, 1993, by and among Marple 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 Jonathan
     Nash, D.D.S.

4.   Independent Contractor Agreement by and between Dr. Edward B. Basner and
     Century Dental Center, P.C.

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

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





<PAGE>   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.




<PAGE>   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.





<PAGE>   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:       Marple 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 March 24, 1993
                     Term:         10 Years plus options
                     Premises:     400 South State Road, Springfield, PA
                     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         TBD             TBD


                        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.






<PAGE>   35
3.   Liens.



<TABLE>
<CAPTION>
                            Secured
       Debtor                Party                Collateral           Date filed No./Jurisdiction
       ------               -------               ----------           ---------------------------
<S>                   <C>                   <C>                      <C>
-----------------------------------------------------------------------------------------------------
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
-----------------------------------------------------------------------------------------------------
Jonathan David Nash   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
</TABLE>              


4.   Litigation.
            
        (a)  Dr. Jonathan D. Nash 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. v. Bell Telephone PA
             Case No.: 91-018028
             Filed:          11/27/91, Delaware Common Pleas Court, PA
            
            
            
            
            

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

        (c)  Century Dental Centers v. Kirstin Horan
             Case No.: 95-050061
             Filed:           1/9/95, Delaware Common Pleas Court, PA
             Status:   Release executed by Kirstin Horan on June 20, 1996


5.   Contracts.
        
        (a)  Independent Contractor Agreement by and between Dr.
             Edward B. Basner 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 Richard P. Kaufman, 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 Jonathan Nash, 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
             Jonathan Nash
        
        (f)  Revolving Sales Agreement dated December 29, 1995 by
             and between Norwest Financial CDC and Century Dental Center
        
6.   Loans.






<PAGE>   37
7.   Insurance.


<TABLE>
<CAPTION>
Insured                 Carrier                               Coverage        Policy No.
-------                 -------                         --------------------  ----------
<S>                     <C>                             <C>                   <C>
Century Dental Centers  State Workmen's Insurance Fund  Workers'              03611065
                                                        Compensation
                                                        
                                                                           
Princeton Medical       St. Paul Fire & Marine          Professional          FK06402164/
Management Northeast    Insurance Company               Office/ Commercial    FK06401861
</TABLE>                                                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 Jonathan
               Nash, and between IDOA and Barry Gillespie, 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 Jonathan Nash, approved
               November 23, 1994, and between The Guardian and Barry Gillespie,
               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.





<PAGE>   38
          3.   Between Prudential Dental Network and Century Dental
               Center (Edward Basner and Barry Gillespie 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
               Jonathan Nash and Provider Credential Applications completed by
               Barry Gillespie, Edward Basner, Richard Kaufman.

          5.   Primary Dentist Agreement between U.S. Healthcare,
               Dental Plan, Inc. ("Dental Plan") and Richard Kaufman.  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 Dr. Gillespie 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 Dr. Edward B. Basner.  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 Dr. Edward B. Basner.  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. Jonathan Nash.  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. Jonathan Nash.  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.





<PAGE>   39
          11.  Primary Dentist Agreement plus addendum between Health 
               Maintenance Organization of Pennsylvania, Inc. and 
               Dr. Richard Kaufman.  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 Jonathan 
               Nash.  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 Barry
               Gillespie.  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 Edward B. 
               Basner.  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 Jonathan Nash.  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
               the Carpenters' Benefit Fund Dental Plan and Edward B. Basner.
               Withdrawal from the Agreement must be made in writing within 30
               days notice.

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

          18.  Dental Care Agreement dated September 13, 1994
               between Dr. David G. Parker, Dr. Joel Clyman, Dr. Jonathan Nash,
               and Dr. Edward Basner and the Carpenters 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 Dr.
               Edward Basner.  May be cancelled by giving 30 days notice.





<PAGE>   40

          20.  Agreement and Amendment dated September 6, 1994
               between Blue Cross and Blue Shield of New Jersey, Inc. and
               Jonathan Nash.  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 Barry
               Gillespie.

     12.  Business Locations.
          (a)       400 South State Road, Springfield, PA






<PAGE>   41
                                                                       EXHIBIT C

                              FINANCIAL STATEMENTS

                                 See attached.




<PAGE>   42
                                                                       EXHIBIT D
                       CERTAIN EMPLOYEES OF THE BUSINESS


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


<TABLE>
<CAPTION>                                                                      
                                                                Annual Salary/ 
      Employee Name       Employee Type         Date of Hire     Compensation   
      -------------       -------------         ------------     --------------    
<S>                       <C>                   <C>          <C>            
Jonathan Nash, 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*

Richard P. Kaufman, D.M.D.  Dentist               8/9/95     20% of Net Production

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

Dr. James Robbins           Oral Surgeon                     40% of Net Production

Dr. Ed Gillespie            Periodontist          4/1/93     60% of TMJ production
                                                             50% of periodontal
                                                             net production
*Bonus is disputed by the Seller
</TABLE>
        
        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.



<PAGE>   43
        5.   Bonuses granted to employees which have not yet been paid in full:

                None.

        6.   Terminated Employees:

                None.


<PAGE>   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)



<PAGE>   45
                                                                       EXHIBIT F
                          INTELLECTUAL PROPERTY RIGHTS


   1.  The name "Century Dental".




<PAGE>   46
                                                                       EXHIBIT G

                                 BANK ACCOUNTS

<TABLE>
<CAPTION>                                              Persons with
      Bank        Account No.    Type of Account   Signature Authority
----------------  ------------  -----------------  -------------------
<S>               <C>           <C>                <C>
PNC Bank          86-1017-9833  Business Checking  Jonathan Nash, D.D.S., 
                                                   Beverly Militello and 
                                                         Ray Hlavacs
                                                   
Mellon Bank NA     2-136-844    Business Checking

First of America  43-3006234-2  Business Checking  Jonathan Nash, D.D.S., 
                                                     Patricia Scharff 
                                                     and Ray Hlavacs
</TABLE>