1 EXHIBIT 10(jj) PLEDGE AGREEMENT THIS AGREEMENT, dated as of October 21, 1997, among VALLEY FORGE DENTAL ASSOCIATES, INC. a Delaware corporation (the "Borrower"), EACH OF THE UNDERSIGNED SHAREHOLDERS OF THE BORROWER SET FORTH ON THE SIGNATURE PAGE...Pledge Agreement • October 24th, 1997 • Valley Forge Dental Associates Inc • Pennsylvania
ARTICLE 1Management Agreement • December 19th, 1997 • Valley Forge Dental Associates Inc • Services-misc health & allied services, nec • Maryland
1 EXHIBIT 10(bbb) *THIS INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ADMINISTRATIVE SERVICES AGREEMENT This ADMINISTRATIVE SERVICES AGREEMENT...Administrative Services Agreement • December 19th, 1997 • Valley Forge Dental Associates Inc • Services-misc health & allied services, nec • New Jersey
1 EXHIBIT 10(f) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. 9% Subordinated Note due September 18, 2005Valley Forge Dental Associates Inc • October 24th, 1997 • Delaware
2- 3 (iii) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary course of business that are not yet due and payable and Liens of landlords securing obligations to pay lease...Security Agreement • October 24th, 1997 • Valley Forge Dental Associates Inc • Pennsylvania
1 EXHIBIT 2(a) AGREEMENT OF PURCHASE AND SALEValley Forge Dental Associates Inc • October 24th, 1997 • Pennsylvania
1 EXHIBIT 2(c) AMENDMENT NO. 2 TO PURCHASE AGREEMENT AMENDMENT AGREEMENT effective as of September 1, 1995 by and among MT ASSOCIATES, a Pennsylvania general partnership (the "Partnership"), Robert K. Mehlman, D.D.S. ("Mehlman"), Bruce L. Talus,...Purchase Agreement • December 19th, 1997 • Valley Forge Dental Associates Inc • Services-misc health & allied services, nec
1 EXHIBIT 10(z) VALLEY FORGE DENTAL ASSOCIATES, INC. c/o Foster Management Company 1018 West Ninth Avenue, Suite 310 King of Prussia, Pennsylvania 19406 January 15, 1997 Allan M. Dworkin, D.D.S. 5708 Visitation Way Baltimore, MD 21210 Dear Mr....Valley Forge Dental Associates Inc • October 24th, 1997 • Pennsylvania
ARTICLE 1Management Services Agreement • October 24th, 1997 • Valley Forge Dental Associates Inc
1 EXHIBIT 10(r) VALLEY FORGE DENTAL ASSOCIATES, INC. c/o Foster Management Company 1016 West Ninth Avenue King of Prussia, Pennsylvania 19406 September 19, 1995 Bruce L. Talus, D.M.D. 709 Meadowcreek Circle Lower Gwynedd, Pennsylvania 19002 Dear...Valley Forge Dental Associates Inc • October 24th, 1997 • New York
1 EXHIBIT 10(pp) EMPLOYMENT AGREEMENT AGREEMENT made the 19th day of September, 1995 by and between Valley Forge Dental Associates, Inc., a Delaware corporation (the "Company"), and Robert K. Mehlman, D.D.S. (the "Employee"). W I T N E S E T H :...Employment Agreement • October 24th, 1997 • Valley Forge Dental Associates Inc • Pennsylvania
1 EXHIBIT 10(q) VALLEY FORGE DENTAL ASSOCIATES, INC. c/o Foster Management Company 1016 West Ninth Avenue King of Prussia, Pennsylvania 19406 September 19, 1995 Robert K. Mehlman, D.D.S. 8171 Madrillon Ct. Vienna, Virginia 22182 Dear Bob: The...Valley Forge Dental Associates Inc • October 24th, 1997 • New York
1 EXHIBIT 10(y) VALLEY FORGE DENTAL ASSOCIATES, INC. c/o Foster Management Company 1018 West Ninth Avenue, Suite 310 King of Prussia, Pennsylvania 19406 December 17, 1996 Mr. Joseph J. Frank 121 Millrace Drive Lancaster, PA 17630 Dear Mr. Frank: The...Valley Forge Dental Associates Inc • October 24th, 1997 • Pennsylvania
1 EXHIBIT 10(d) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. VALLEY FORGE DENTAL ASSOCIATES, INC. 9% Subordinated Note due September 18, 2005Valley Forge Dental Associates Inc • October 24th, 1997 • Delaware
1 EXHIBIT 10(s) VALLEY FORGE DENTAL ASSOCIATES, INC. 1018 West Ninth Avenue King of Prussia, Pennsylvania 19406 December 31, 1995 Mr. W. Gary Liddick Vice President of Finance Valley Forge Dental Associates, Inc. 1018 West Ninth Avenue King of...Valley Forge Dental Associates Inc • October 24th, 1997 • New York
1 EXHIBIT 10(t) VALLEY FORGE DENTAL ASSOCIATES, INC. 1018 West Ninth Avenue, Suite 310 King of Prussia, Pennsylvania 19406 November 25, 1996 Mr. Stephen E. O'Neil 460 Park Avenue, 20th Floor New York, New York 10022 Dear Mr. O'Neil: The undersigned,...Valley Forge Dental Associates Inc • October 24th, 1997 • New York
1 EXHIBIT 10(o) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. 9% Subordinated Note due September 18, 2005Valley Forge Dental Associates Inc • October 24th, 1997 • Delaware
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 1997 • Valley Forge Dental Associates Inc • Services-misc health & allied services, nec
1 Exhibit 10(eee) MANAGEMENT AGREEMENT This MANAGEMENT AGREEMENT, made as of the 23rd day of October, 1997, by and between VFD OF PENNSYLVANIA, INC., a Delaware corporation ("VFD"), and DWORKIN AND CLEMENS, D.D.S., P.A., a Maryland professional...Management Agreement • December 19th, 1997 • Valley Forge Dental Associates Inc • Services-misc health & allied services, nec • Maryland
1 EXHIBIT 10(n) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. 9% Subordinated Note due September 18, 2005Valley Forge Dental Associates Inc • October 24th, 1997 • Delaware
2- 3 (b) Any increase, decrease or change in the amount, nature, type or purpose of any of the Guaranteed Obligations (whether or not contemplated by the Loan Documents as presently constituted); any change in the time, manner, method or place of...Guaranty and Suretyship Agreement • October 24th, 1997 • Valley Forge Dental Associates Inc • Pennsylvania
1 EXHIBIT 10(g) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. 9% Subordinated Note due September 18, 2005Valley Forge Dental Associates Inc • October 24th, 1997 • Delaware
DEMAND NOTEValley Forge Dental Associates Inc • October 24th, 1997
FORM OF OPTION LETTERValley Forge Dental Associates Inc • October 24th, 1997
2- 3 Guaranteed Obligations, any of the terms of the Loan Documents or the rights of the Bank or any other Person with respect thereto. The obligations of the Guarantors under this Agreement shall be absolute, unconditional and irrevocable,...Guaranty and Suretyship Agreement • October 24th, 1997 • Valley Forge Dental Associates Inc • Pennsylvania
1 EXHIBIT 10(yy) * THIS INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT This ADMINISTRATIVE...Administrative and Management Services Agreement • December 19th, 1997 • Valley Forge Dental Associates Inc • Services-misc health & allied services, nec • Ohio
1 EXHIBIT 10(ff) DISCRETIONARY LINE OF CREDIT LETTER AGREEMENT October 21, 1997 Valley Forge Dental Associates, Inc. 1018 West Ninth Avenue King of Prussia, PA 19406 Attention: Stephen F. Nagy Chairman and CEO Re: $10,000,000 Discretionary Line of...Credit Letter Agreement • October 24th, 1997 • Valley Forge Dental Associates Inc • Pennsylvania
