VALLEY FORGE DENTAL ASSOCIATES INC S-1

FORM S-1, VALLEY FORGE DENTAL ASSOCIATES, INC.

AGREEMENT OF PURCHASE AND SALE

AMENDMENT NO. 1 TO PURCHASE AGREEMENT

CERTIFICATE OF INCORPORATION, AS AMENDED TO DATE

BY-LAWS OF THE COMPANY

VALLEY FORGE DENTAL 1997 STOCK OPTION PLAN

STOCK OPTION CERTIFICATE DATED 2/6/97, LIDDICK

STOCK OPTION CERTIFICATED DATED 5/21/97, LIBOU

SHAREHOLDERS AGREEMENT DATED OCTOBER 1, 1997

9% SUB. PROMISSORY NOTE/ABBINGDON $216,000

9% SUB. PROMISSORY NOTE/ABBINGDON II $792,000

9% SUB. PROMISSORY NOTE/ABBINGDON III $512,000

9% SUB. PROMISSORY NOTE/BDC III $80,000

9% SUB. PROMISSORY NOTE/RIVERHEARST $1,134,000

9% SUB. PROMISSORY NOTE/ABBINDON II $4,158,000

9% SUB. PROMISSORY NOTE/ABBINGDON III $2,688,000

9% SUB. PROMISSORY NOTE/BDC III $420,000

9% SUBORDINATED NOTE DUE SEPT.18, 2005, $2,700,000

9% SUBORDINATED NOTE DATED DEC. 31, 1995

9% SUBORDINATED PROMISSORY NOTE ($6,400,000)

9% SUBORDINATED PROMISSORY NOTE ($1,000,000)

9% SUBORDINATED PROMISSORY NOTE ($1,080,000)

9% SUBORDINATED PROMISSORY NOTE ($3,960,000)

9% SUBORDINATED PROMISSORY NOTE ($2,560,000)

9% SUBORDINATED PROMISSORY NOTE ($400,000)

STOCK PURCHASE AGREEMENT COMPANY & ROBT.K. MEHLMAN

STOCK PURCHASE AGMT. COMPANY & BRUCE C. TALUS

STOCK PURCHASE AGMT. COMPANY & W. GARY LIDDICK

STOCK PURCHASE AGMT. COMPANY & STEPHEN O'NEIL

STOCK PURCHASE AGMT. COMPANY & STATHIS ANDRIS

STOCK PURCHASE AGMT. COMPANY & COLIN C. BLAYDON

STOCK PURCHASE AGMT. COMPANY & GARY LIDDICK

STOCK PURCHASE AGMT. COMPANY & JEANNE MARIE WELSKO

STOCK PURCHASE AGMT. COMPANY & JOSEPH J. FRANK

STOCK PURCHASE AGMT. COMPANY & ALLAN M. DWORKIN

CONVERTIBLE PROMISSORY NOTE ($800,000)

PROMISSORY NOTE OF THE COMPANY ($135,000)

CONVERTIBLE PROMISSORY NOTE OF THE CO. ($720,000)

PROMISSORY NOTE OF THE COMPANY ($137,926.48)

CONVERTIBLE PROMISSORY NOTE ($2,677,200)

DISCRETIONARY LINE OF CREDIT LETTER AGREEMENT

DEMAND NOTE OF THE COMPANY $10,000,000

GUARANTY AND SURETYSHIP AGREEMENT-SUBSIDIARIES

GUARANTY AND SURETYSHIP AGREEMENT-PARTNERSHIPS

PLEDGE AGREEMENT DATED OCTOBER 21, 1997

SECURITY AGMT. DATED OCTOBER 21, 1997

EMPLOYMENT LETTER BETWEEN CO. & JOSEPH J. FRANK

EMPLOYMENT LETTER BETWEEN CO. & W. GARY LIDDICK

EMPLOYMENT LETTER BETWEEN CO. & JEANNE M. WELSKO

EMPLOYMENT LETTER BETWEEN CO. & KEITH LIBOU

EMPLOYMENT AGREEMENT BETWEEN CO. & MEHLMAN

FORM OF MANAGEMENT/ADMIN. SERVICES AGREEMENT

FORM OF MANAGEMENT/ADMIN. SERVICES AGREEMENT

FORM OF OPINION LETTER

COMPUTATION OF NET INCOME

SUBSIDIARIES OF THE COMPANY

FINANCIAL DATA SCHEDULE - 6 MONTH PERIOD

FINANCIAL DATA SCHEDULE - YEAR END