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James M. UsdanJames M. Usdan currently serves as a consultant to Vision Care Holdings, LLC, a national retailer of eyeglasses and refractive surgery, after previously serving as President, Chief Executive Officer and a Director, in a turnaround management capacity during 2003 and 2004.From 2001 to 2004, he served as the President and CEO for the successful restructuring and sale of Castle Dental Centers, Inc. (OTCBB: CASL), a group dental practice management organization, also in a turnaround capacity.From 1998 to 2001, Mr. Usdan was President and Chief Executive Officer of NextCARE Hospitals, Inc., a provider of long-term acute care hospital services.From 1990 to 1998, he was President, Chief Executive Officer and a director of RehabCare Group Inc. (NYSE: RHB), a provider of physical therapy, rehabilitation staffing and other staffing services.Prior to joining RehabCare, Mr. Usdan was a founder and President and Chief Executive Officer of American Transitional Care, Inc. from 1987 to 1990.During 1986 and 1987, he was Executive Vice President and Chief Operating Officer of Rehab Hospital Services Corporation, the rehabilitation subsidiary of National Medical Enterprises.Mr. Usdan serves on the advisory boards of Maryville College and the Harvard School of Public Health.He holds a Bachelor of Arts degree from Harvard College.Rutherford, Pringle, Usdan and Williams.

James M. Usdan James M. Usdan Jim possesses extensive expertise in healthcare delivery and technology-driven healthcare services in all traditional settings and beyond, from acute care settings to outpatient settings and retail medicine settings.In particular, he has worked with rapid growth healthcare services organizations and has significant experience with both executive team building and issues surrounding new technology adoption.He also brings significant turnaround experience to his role as an Operating Partner.During 2005, Jim served as turnaround CEO of Metro One Telecommunications, Inc. (NASDAQ: INFO).During 2004 and 2005, he served as a turnaround CEO of Vision Care Holdings, LLC, a national retailer of eyeglasses and LASIK surgery.Under his leadership, Vision Care Holdings made the transition from founder management to professional leadership and led the company to a positive revenue and EBITDA growth trajectory.From 2001 to 2004, he served as turnaround CEO for Castle Dental Centers, Inc. (NASDAQ: CASL), one of the largest dental management companies in the U.S. At the time Jim became CEO the company was in breach of its bank covenants on over $70 million in senior debt and was about to be delisted by the NASDAQ.Within two years, he implemented cost reductions that rationalized the business, accomplished a refinancing to restore solvency, maintained a NASDAQ listing and engineered the successful three-way merger with two of Castle's large competitors creating the largest dental practice management chain in the U.S. From 1998 to 2001, Jim was CEO of NextCARE Hospitals, Inc., a provider of long-term acute care hospital services.Under his leadership, revenues grew from an annual run rate of $4 million to $8 million and the company was successfully sold to a competitor.From 1990 to 1998, Jim was CEO of RehabCare Group Inc., (NYSE: RHB) a provider of physical therapy and rehabilitation staffing services that grew from an early stage company to a public company with over $300 million in annual revenues under his leadership.From 1987 to 1990, he was a founder and CEO of American Transitional Care, Inc., which was successfully sold to Beverly Enterprises.From 1986 to 1988, he was EVP and COO of Rehab Hospital Services Corp., a subsidiary of National Medical Enterprises.His subsidiary earned $20 million and $24 million annually in the two years of his leadership while adding 18 new hospitals to the asset base.Jim has served on 10 Boards of Directors, including nine healthcare companies.Two of these were technology companies, five were early-stage companies, and five were venture-backed.Since 2006, he has served as a Director of Directors of HCCA International, Inc., an international nurse recruitment and hospital management company in Nashville, Tennessee.He serves on the Board of Maryville College and the Advisory Board of Harvard School of Public Health.He earned a BA from Harvard College.

James M. UsdanJames M. Usdan is President, Chief Executive Officer and a director of Vision Care Holdings, LLC, a national retailer of eyeglasses and refractive surgery.Prior to his current position, Mr. Usdan was President, CEO and a Director of Castle Dental Centers, Inc. (OTCBB: CASL) from 2001 to 2003.Castle Dental Centers, Inc. is a group dental practice management organization.From 1998 to 2001, Mr. Usdan was President and Chief Executive Officer of NextCARE Hospitals, Inc., a provider of long-term acute care hospital services.From 1990 to 1998, he was President, Chief Executive Officer and a director of RehabCare Group Inc. (NYSE: RHB), a provider of physical therapy, rehabilitation staffing and other staffing services.Prior to joining RehabCare, Mr. Usdan was a founder and President and Chief Executive Officer of American Transitional Care, Inc. from 1987 to 1990.During 1986 and 1987, he was Executive Vice President and Chief Operating Officer of Rehab Hospital Services Corporation, the rehabilitation subsidiary of National Medical Enterprises.Mr. Usdan serves on the advisory boards of Maryville College and the Harvard School of Public Health.He holds a Bachelor of Arts degree from Harvard College.Rutherford, Pringle, Usdan and Williams.

Presently, the Board of Directors consists of five directors, James M. Usdan, Ira Glazer, Paul Kreie, Frank A. Baynham and Edward L. Kuntz.Mr. Usdan, CASTLE DENTAL CENTERS INC's Chief Executive Officer, and Edward Kuntz have also been designated to serve on the Board of Directors of CASTLE DENTAL CENTERS INC pursuant to the Investors Agreement.The board of directors recommends a vote for James M. Usdan, Ira Glazer, Paul Kreie, Frank A. Baynham and Edward L. Kuntz as directors to hold office until the 2003 Annual Meeting and until their successors are elected and qualified.James M. Usdan Chief Executive Officer, President and Director James M. Usdan became President, Chief Executive Officer and a director of CASTLE DENTAL CENTERS INC in July 2001.From 1998 to 2001, Mr. Usdan was President and CEO of NextCare Hospitals, Inc., a privately owned provider of long-term acute care hospital services.From 1990 to 1998, Mr. Usdan was President, Chief Executive Officer and a director of RehabCare Group, Inc., a publicly traded provider of temporary healthcare staffing and therapy program management for hospitals and long-term care facilities.Mr. Usdan serves on the Board of Metro 1 Telecommunications, Inc. and is on the advisory boards of Maryville College and the Harvard University School of Public Health.Mr. Usdan, as the Chief Executive Officer of CASTLE DENTAL CENTERS INC, is entitled to be appointed as a director pursuant to the Investors Agreement and his employment agreement.Mr. Usdan received a Bachelor of Arts degree from Harvard College.James M. Usdan (2) James M. Usdan (2) - ------------ (1) Other annual compensation paid to Mr. Castle and Mr. Slack in 1999, 2000 and 2001 consisted of automobile allowances. (2) Mr. Usdan was appointed as Chief Executive Officer on July 1, 2001.All other compensation paid to Mr. Usdan consisted of temporary housing expenses. (3) Mr. Glazer served as Chief Executive Officer from February 15, 2001 through June 30, 2001.On July 19, 2002 CASTLE DENTAL CENTERS INC entered into a three-year employment agreement with James M. Usdan.Following the initial three-year term, the employment agreement is automatically renewed for successive one year terms unless terminated by CASTLE DENTAL CENTERS INC or Mr. Usdan.The employment agreement provides that Mr. Usdan shall be elected as a member of the Board of Directors of the Company as long as he is the Chief Executive Officer.The employment agreement provides for a base annual salary of $362,500, subject to increase if CASTLE DENTAL CENTERS INC meets performance targets.Mr. Usdan is entitled to a guaranteed bonus of $66,667 for 2002 and is eligible for an annual bonus of up to 100% of his salary.The amount of any annual bonus is determined by the Compensation Committee of CASTLE DENTAL CENTERS INC's Board of Directors.Mr. Usdan is entitled to reimbursement of expenses, and to participate in all benefit, incentive, insurance, disability and other similar plans provided by the Company.In addition, Mr. Usdan's employment agreement requires CASTLE DENTAL CENTERS INC to grant options to purchase 11 2,500,000 shares of Common Stock at an exercise price of $.12 per share pursuant to the Castle Dental Centers, Inc.2002 Stock Option Plan (the "2002 Plan").Twenty-percent of the options will vested immediately following the Grant and an additional 20% vest annually on the anniversary date of the grant.CASTLE DENTAL CENTERS INC may terminate Mr. Usdan's agreement for "cause."Cause is defined in the employment agreement to include the failure to provide services, fraud or embezzlement, committing any act with the intent to injure CASTLE DENTAL CENTERS INC, conviction of a felony, misappropriation of Company property, personal misconduct that has materially injured CASTLE DENTAL CENTERS INC, or willfully violating laws or regulations relating to CASTLE DENTAL CENTERS INC's business.If Mr. Usdan is terminated without cause or terminates the agreement for good reason, CASTLE DENTAL CENTERS INC must pay Mr. Usdan a severance amount equal to one year's salary plus the amount of bonus received by Mr. Usdan in the previous fiscal year, and must continue to provide, at CASTLE DENTAL CENTERS INC's cost, coverage under CASTLE DENTAL CENTERS INC's group health plan for the applicable COBRA coverage period.Good reason is defined in the agreement as assigning Mr. Usdan duties materially inconsistent with his position, a 15% reduction in Mr. Usdan's salary, a failure by CASTLE DENTAL CENTERS INC to continue to provide any material benefit, incentive, insurance, disability or similar plan, requiring Mr. Usdan to relocate, materially breaching the agreement, or following a change of control.If Mr. Usdan's employment is terminated for cause or good reason, subject to any approvals required by loan and other agreements to which CASTLE DENTAL CENTERS INC is a party, Mr. Usdan may require CASTLE DENTAL CENTERS INC to repurchase the Usdan Note (defined below) at a price equal to the principal amount outstanding under the Usdan Note at the time of purchase.In addition, CASTLE DENTAL CENTERS INC will be required to repurchase, at fair market value, any shares of Common Stock issued or issuable pursuant to the Usdan Warrant (defined below) and any shares of Common Stock held by Mr. Usdan pursuant to a conversion of the Usdan Note.CASTLE DENTAL CENTERS INC has the right to purchase, on the same terms described in the preceding sentence, the Usdan Note, shares of Common Stock issued or issuable upon exercise of the Usdan Warrant and any shares of Common Stock issued upon exercise of the Usdan Note, if Mr. Usdan's employment is terminated for any reason.If Mr. Usdan is terminated for cause or terminates the employment agreement without good reason, the purchase price for any shares of Common Stock issued or issuable upon exercise of the Usdan Warrant or issued upon exercise of the Usdan Note that the Company elects to repurchase from Mr. Usdan is the par value of such stock.

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James M. Usdan

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James M. Usdan

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In addition, options were granted to James M. Usdan under the 1996 Plan in connection with his initial employment as Chief Executive Officer of the Company.In July 2002, in connection with the Restructuring, the Board of Directors of CASTLE DENTAL CENTERS INC adopted the 2002 Plan for the benefit of its employees, including executive officers.The 2002 Plan is administered by the Compensation Committee.The purpose of the 2002 Plan is to maximize stockholder value by encouraging ownership of Common Stock by eligible employees, including executive officers, providing increased incentives for such employees to render services and a maximum amount of effort for the business success of CASTLE DENTAL CENTERS INC and strengthening identification of such employees with the stockholders.The 2002 Plan also utilizes vesting periods to encourage its executive officers and eligible employees to continue in the employ of CASTLE DENTAL CENTERS INC.In connection with the Restructuring, additional grants of stock options to CASTLE DENTAL CENTERS INC's Chief Executive Officer and other officers and directors have been approved for 2002.Stock option grants to CASTLE DENTAL CENTERS INC's Chief Executive Officer and other executive officers are not made automatically each year and are not considered to be a part of normal annual compensation.

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Compensation Of Chief Executive Officer Jack H. Castle, Jr. resigned as CASTLE DENTAL CENTERS INC's Chief Executive Officer on February 15, 2001, but remained as chairman of the board until July 1, 2001, when Mr. Usdan was hired.

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On July 1, 2001, CASTLE DENTAL CENTERS INC hired James M. Usdan as its Chief Executive Officer.The Compensation Committee reviewed information regarding compensation of chief executive officers of dental practice management and other comparable companies and set Mr. Usdan's salary at a level that the Compensation Committee deemed to be competitive.As a result, Mr. Castle's annual base salary was set at $250,000 in July 2001.In addition, upon taking office, Mr. Usdan was granted options to purchase 325,000 shares Common Stock.This report is furnished by the Compensation Committee of the Board of Directors.

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Based solely upon a review of the copies of such reports furnished to the Company and written representations that no other reports were required during 2001, CASTLE DENTAL CENTERS INC believes that all of CASTLE DENTAL CENTERS INC's executive officers, directors and ten percent stockholders have complied with all Section 16(a) reporting requirements during 2001 except James M. Usdan, who failed to timely file a Form 4 reporting the grant of stock 16 options to him in July 2001.

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Certain Relationships and Related Transactions As described above