CASTLE DENTAL CENTERS INC
2002 STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>19
<FILENAME>dex1015.txt
<DESCRIPTION>2002 STOCK OPTION PLAN
<TEXT>
<PAGE>

                                                                   Exhibit 10.15

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                             2002 Stock Option Plan

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                           CASTLE DENTAL CENTERS, INC.



                                  July 19, 2002

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                         <C>
ARTICLE I. GENERAL...........................................................................1
   Section 1.1 Purpose.......................................................................1
   Section 1.2 Administration................................................................1
   Section 1.3 Eligibility for Participation.................................................2
   Section 1.4 Types of Options Under Plan...................................................2
   Section 1.5 Aggregate Limitation on Options...............................................3
   Section 1.6 Effective Date and Term of Plan...............................................3
ARTICLE II. STOCK OPTIONS....................................................................3
   Section 2.1 Grant of Stock Options........................................................3
   Section 2.2 Stock Option Agreements.......................................................3
   Section 2.3 Stock Option Price............................................................3
   Section 2.4 Term and Exercise.............................................................4
   Section 2.5 Manner of Payment.............................................................4
   Section 2.6 Issuance of Certificates......................................................4
   Section 2.7 Death, Retirement and Termination of Employment of Optionee...................4
ARTICLE III. INCENTIVE STOCK OPTIONS.........................................................5
   Section 3.1 Grant of Incentive Stock Options..............................................5
   Section 3.2 Incentive Stock Option Agreements.............................................5
   Section 3.3 Incentive Stock Option Price..................................................5
   Section 3.4 Term and Exercise.............................................................5
   Section 3.5 Maximum Amount of Incentive Stock Option Grant................................5
   Section 3.6 Applicability of Stock Options Sections.......................................6
   Section 3.7 Code Requirements.............................................................6
ARTICLE IV. MISCELLANEOUS....................................................................6
   Section 4.1 General Restriction...........................................................6
   Section 4.2 Non-Assignability.............................................................6
   Section 4.3 Withholding Taxes.............................................................7
   Section 4.4 Right to Terminate Employment.................................................7
   Section 4.5 Non-Uniform Determinations....................................................7
   Section 4.6 Rights as a Stockholder.......................................................7
   Section 4.7 Definitions...................................................................8
   Section 4.8 Leaves of Absence.............................................................8
   Section 4.9 Newly Eligible Employees......................................................8
   Section 4.10 Adjustments..................................................................8
   Section 4.11 Changes in the Company's Capital Structure...................................9
   Section 4.12 Amendment of the Plan.......................................................10
</TABLE>

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                           CASTLE DENTAL CENTERS, INC.

                             2002 STOCK OPTION PLAN

                               ARTICLE I. GENERAL

     Section 1.1   Purpose.  The  purposes of this Stock Option Plan (the
"Plan") are to: (1) associate the interests of the management of Castle Dental
Centers, Inc. and its subsidiaries and affiliates (collectively referred to as
the "Company") closely with the stockholders to generate an increased incentive
to contribute to the Company's future success and prosperity, thus enhancing the
value of the Company for the benefit of its stockholders; (2) provide management
with a proprietary ownership interest in the Company commensurate with Company
performance, as reflected in increased stockholder value; (3) maintain
competitive compensation levels thereby attracting and retaining highly
competent and talented directors, employees and consultants; and (4) provide an
incentive to management for continuous employment with the Company. Certain
capitalized terms are defined in Section 4.7.

     Section 1.2   Administration.

     (a)  The  administration  of the Plan with  respect  to all or any number
or type of awards shall be undertaken by one or more of the following as
designated from time to time by the Board of Directors of the Company:

          (i)    the Board of Directors;

          (ii)   any duly constituted committee of the Board of Directors; or

          (iii)  any duly authorized officer or officers of the Company.

          Such administrating party shall be referred to herein as the "Plan
Administrator". The Board of Directors may place any conditions it deems
appropriate on the discretion of the Plan Administrator.

     (b)  Subject to any limitations  imposed by the Board of Directors,  the
Plan Administrator shall have the authority, in its sole discretion and from
time to time to:

          (i)    designate the officers and key employees and  consultants  of
     the Company and its Subsidiaries eligible to participate in the Plan;

          (ii)   grant Options provided in the Plan in such form and amount as
     the Plan Administrator shall determine;

          (iii)  impose such limitations,  restrictions and conditions, not
     inconsistent with this Plan, upon any such Option as the Plan Administrator
     shall deem appropriate; and

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          (iv)   interpret the Plan and any  agreement,  instrument or other
     document executed in connection with the Plan, adopt, amend and rescind
     rules and regulations relating to the Plan, and make all other
     determinations and take all other action necessary or advisable for the
     implementation and administration of the Plan.

     (c)  Decisions  and  determinations  of the Plan  Administrator  on all
matters relating to the Plan shall be in its sole discretion and shall be final,
conclusive and binding upon all persons, including the Company, any participant,
any stockholder of the Company, any employee and any consultant. No member of
any committee acting as Plan Administrator shall be liable for any action taken
or decision made relating to the Plan or any Option thereunder.

     Section 1.3   Eligibility for  Participation.  Participants  in the Plan
shall be selected by the Plan Administrator from the directors, executive
officers and other employees and consultants of the Company, executive officers
and employees of any Subsidiary of the Company and executive officers and key
employees of any consultant to, administrator for or manager of the Company who
have the capability of making a substantial contribution to the success of the
Company. In making this selection and in determining the form and amount of
Options, the Plan Administrator shall consider any factors deemed relevant,
including the individual's functions, responsibilities, value of services to the
Company and past and potential contributions to the Company's profitability and
growth. For the purposes of this Plan, the term "Subsidiary" means any
corporation or other entity of which at least 50% of the voting securities are
owned by the Company directly or through one or more other corporations, each of
which is also a Subsidiary. With respect to non-corporate entities, Subsidiary
shall mean an entity managed or controlled by the Company or any Subsidiary and
with respect to which the Company or any Subsidiary is allocated more than half
of the profits and losses thereof.

     Section 1.4   Types of Options Under Plan. Options under the Plan may be in
the form of any one or more of the following:

          (i)    Stock Options, as described in Article II; and/or

          (ii)   Incentive Stock Options, as described in Article III.

Options under the Plan shall be evidenced by an option agreement between the
Company and the recipient of the Option, in form and substance satisfactory to
the Plan Administrator, and not inconsistent with this Plan ("Option
Agreement"). Option Agreements may provide such vesting schedules for Stock
Options and Incentive Stock Options, and such other terms, conditions and
provisions as are not inconsistent with the terms of this Plan. Subject to the
express provisions of the Plan, and within the limitations of the Plan, the Plan
Administrator may modify, extend or renew outstanding Option Agreements, or
accept the surrender of outstanding Options and authorize the granting of new
Options in substitution therefor. However, except as provided in this Plan, no
modification of an Option shall materially impair the rights of the holder
thereof without his consent.

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     Section 1.5   Aggregate Limitation on Options.

     (a)  Shares of stock which may be issued  under the Plan shall be
authorized and unissued or treasury shares of common stock, $.001 par value, of
the Company ("Common Stock"). The maximum number of shares of Common Stock which
may be issued pursuant to Options issued under the Plan shall be 15,287,218
which may be increased by the Board of Directors pursuant to Section 4.12.

     (b)  For purposes of  calculating  the maximum  number of shares of Common
Stock which may be issued under the Plan at any time, all the shares issued
(including the shares, if any, withheld for tax withholding requirements) under
the Plan shall be counted when issued upon exercise of a Stock Option or
Incentive Stock Option.

     (c)  Shares tendered by a participant  as payment for shares  issued upon
exercise of a Stock Option or Incentive Stock Option shall be available for
issuance under the Plan. Any shares of Common Stock subject to a Stock Option or
Incentive Stock Option which for any reason is terminated unexercised or expires
shall again be available for issuance under the Plan.

     Section 1.6   Effective Date and Term of Plan.

     (a)  The Plan shall become effective on the date adopted by the Board of
Directors, subject to approval by the holders of a majority of the shares of
Common Stock at a meeting or by written consent.

     (b)  The Plan and all Options  issued under the Plan shall  remain in
effect until such Options have been satisfied or terminated in accordance with
the Plan and the terms of such Options.

ARTICLE II. STOCK OPTIONS

     Section 2.1   Grant of Stock Options.  The Plan  Administrator  may from
time to time, and subject to the provisions of the Plan and such other terms and
conditions as the Plan Administrator may prescribe, grant to any participant in
the Plan one or more options to purchase for cash or shares the number of shares
of Common Stock ("Stock Options") allotted by the Plan Administrator. The date a
Stock Option is granted shall mean the date selected by the Plan Administrator
as of which the Plan Administrator allots a specific number of shares to a
participant pursuant to the Plan.

     Section 2.2   Stock Option  Agreements.  The grant of a Stock Option shall
be evidenced by a written Option Agreement, executed by the Company and the
holder of a Stock Option (the "Optionee"), stating the number of shares of
Common Stock subject to the Stock Option evidenced thereby, and in such form as
the Plan Administrator may from time to time determine.

     Section  2.3   Stock  Option  Price.  The option  price per share of Common
Stock which must be paid by the Optionee upon the exercise of a Stock Option
shall be 100% of the fair

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market value of a share of Common Stock on the date the Stock Option is granted
to the Optionee, unless a higher or lower price is otherwise determined by the
Plan Administrator.

     Section 2.4   Term and Exercise.  Stock Options  granted  under the Plan
shall not be exercisable prior to six months from the date of their grant,
unless a shorter period is provided by the Plan Administrator or by another
section of this Plan, and may be subject to such conditions and restrictions on
exercise as the Plan Administrator shall determine. A Stock Option shall be
subject to such vesting schedule and term ("Option Term") as the Plan
Administrator may provide in an Option Agreement. No Stock Option shall be
exercisable after the expiration of its Option Term. Unless otherwise provided
in an Option Agreement, each Option shall have an Option Term of ten years,
subject to earlier termination as provided herein.

     Section 2.5   Manner of Payment.  Each Option Agreement  providing for
Stock Options shall set forth the procedure governing the exercise of the Stock
Option granted thereunder, and shall provide that, upon such exercise in respect
of any shares of Common Stock subject thereto, the Optionee shall pay to the
Company, in full, the option price for such shares with cash or, if authorized
by the Plan Administrator, Common Stock. The Plan Administrator may permit an
Optionee to elect to pay the option price upon exercise of a Stock Option
through a cashless exercise procedure approved by the Plan Administrator by
irrevocably authorizing a broker to sell shares of Common Stock (or a sufficient
portion of the shares) acquired upon exercise of the Stock Option and remit to
the Company a sufficient portion of the sale proceeds to pay the entire option
price and any tax withholding resulting from such exercise.

     Section 2.6   Issuance of  Certificates.  As soon as  practicable  after
receipt of payment, the Company shall deliver to the Optionee a certificate or
certificates for such shares of Common Stock. The Optionee shall become a
stockholder of the Company with respect to Common Stock represented by share
certificates so issued and as such shall be fully entitled to receive dividends,
to vote and to exercise all other rights of a stockholder.

     Section 2.7   Death,  Retirement and Termination of Employment of Optionee.
Unless otherwise provided in an Option Agreement or otherwise agreed to by the
Plan Administrator:

          (a)    Upon the death of the Optionee,  any rights to the extent
     exercisable on the date of death may be exercised by the Optionee's estate,
     or by a person who acquires the right to exercise such Stock Option by
     bequest or inheritance or by reason of the death of the Optionee, provided
     that such exercise occurs within both (i) the remaining Option Term of the
     Stock Option and (ii) one year. The provisions of this section shall apply
     notwithstanding the fact that the Optionee's employment may have terminated
     prior to death, but only to the extent of any rights exercisable on the
     date of death.

          (b)    Upon termination of the Optionee's employment by reason of
     retirement or permanent disability (as each is determined by the Plan
     Administrator), the Optionee may exercise any Stock Options, provided such
     option exercise occurs within both (i) the remaining Option Term of the
     Stock Option and (ii) 180 days (in the case of permanent disability) or 90
     days (in the case of retirement).

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          (c)    Except as provided in Subsections (a) and (b) of this Section
     2.7 or in an Option Agreement, all Stock Options shall terminate
     immediately upon the termination of the Optionee's employment.

ARTICLE III. INCENTIVE STOCK OPTIONS

     Section 3.1   Grant of Incentive Stock Options.  The Plan  Administrator
may, from time to time and subject to the provisions of the Plan and such other
terms and conditions as the Plan Administrator may prescribe, grant to any
officer or key employee who is a participant in the Plan one or more "incentive
stock options" (intended to qualify as such under the provisions of Section 422
of the Internal Revenue Code of 1986, as amended) ("Incentive Stock Options") to
purchase for cash or shares the number of shares of Common Stock allotted by the
Plan Administrator. No Incentive Stock Options shall be made under the Plan
after the tenth anniversary of the effective date of the Plan. The date an
Incentive Stock Option is granted shall mean the date selected by the Plan
Administrator as of which the Plan Administrator allots a specific number of
shares to a participant pursuant to the Plan. Notwithstanding the foregoing,
Incentive Stock Options shall not be granted to any owner of 10% or more of the
total combined voting power of the Company and its subsidiaries.

     Section 3.2   Incentive Stock Option  Agreements.  The grant of an
Incentive Stock Option shall be evidenced by a written Option Agreement,
executed by the Company and the holder of an Incentive Stock Option (the
"Optionee"), stating the number of shares of Common Stock subject to the
Incentive Stock Option evidenced thereby, and in such form as the Plan
Administrator may from time to time determine.

     Section 3.3   Incentive  Stock Option Price.  The option price per share of
Common Stock which must be paid by the Optionee upon the exercise of an
Incentive Stock Option shall be 100% of the fair market value of a share of
Common Stock on the date the Incentive Stock Option is granted to the Optionee.

     Section 3.4   Term and Exercise.  Incentive  Stock Options  granted under
the Plan shall not be exercisable prior to six months from the date of their
grant, unless a shorter period is provided by the Plan Administrator or by
another section of this Plan, and may be subject to such conditions and
restrictions on exercise as the Plan Administrator shall determine. Each
Incentive Stock Option may be exercised during a period determined by the Plan
Administrator, not to exceed ten years from the date of grant thereof (the
"Option Term") and may be subject to such vesting scheduling as the Plan
Administrator may provide in an Option Agreement. No Incentive Stock Option
shall be exercisable after the expiration of its Option Term.

     Section 3.5   Maximum  Amount of Incentive  Stock Option Grant.  The
aggregate fair market value (determined on the date the Incentive Stock Option
is granted) of Common Stock with respect to which Incentive Stock Options first
become exercisable by an Optionee during any calendar year (under all plans of
the Optionee's employer corporations and their parent and subsidiary
corporations) shall not exceed $100,000.

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     Section 3.6   Applicability of Stock Options Sections.  Sections 2.5,
Manner of Payment; and 2.6, Issuance of Certificates; and 2.7 Death, Retirement
and Termination of Employment; applicable to Stock Options, shall apply equally
to Incentive Stock Options. Said sections are incorporated by reference in this
Article III as though fully set forth herein.

     Section 3.7   Code  Requirements.  The terms of any Incentive  Stock Option
granted under the Plan shall comply in all respects with the provisions of Code
Section 422. Anything in the Plan to the contrary notwithstanding, no term of
the Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be
exercised, so as to disqualify either the Plan or any Incentive Stock Option
under Code Section 422, unless the participant has first requested the change
that will result in such disqualification.

ARTICLE IV. MISCELLANEOUS

     Section 4.1   General  Restriction.  Each Option granted under the Plan
shall be subject to the requirement that, if at any time the Plan Administrator
shall determine that (i) the listing, registration or qualification of the
shares of Common Stock subject or related thereto upon any securities exchange
or under any state or Federal law, or (ii) the consent or approval of any
government regulatory body, or (iii) an agreement by the grantee of an Option
with respect to the disposition of shares of Common Stock, is necessary or
desirable as a condition of, or in connection with, the granting of such Option
or the issue or purchase of shares of Common Stock thereunder, such Option may
not be consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Plan Administrator.

     Section 4.2   Non-Assignability.

     (a)  No Option granted under the Plan shall be assignable or transferable
by the recipient thereof, except by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order (as defined by
Code Section 141(p)): provided, however, only with respect to Stock Options
other than Incentive Stock Options, the Plan Administrator may, in its
discretion, authorize all or a portion of the Stock Options (other than
Incentive Stock Options) to be granted on terms which permit transfer by the
Optionee to a trust or trusts for the exclusive benefit of the Optionee's
children, stepchildren, grandchildren, parents, stepparents, grandparents, or
spouse, including adoptive relationships (collectively "Immediate Family"),
provided that (A) such trust or trusts must be controlled by the Optionee, (B)
there may be no consideration for any such transfer, (C) the Option Agreement
pursuant to which Stock Options are granted must be approved by the Plan
Administrator, and must expressly provide for transferability in a manner
consistent with this Section 4.2, and (D) subsequent transfers of transferred
Stock Options shall be prohibited except by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order. Following any
permitted transfer, any Stock Option will continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that the term Optionee shall be deemed to refer to the transferee. The
termination of employment and other events described in Section 2.7

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and in the Option Agreement shall continue to be applied with respect to the
original Optionee, and the Stock Option shall be exercisable by the transferee
only to the extent, and for the periods, specified Section 2.7 and in the Option
Agreement. During the life of the recipient, such Option shall be exercisable
only by such person or by such person's guardian or legal representative.

     (b)  Except as may otherwise be permitted  under the Code,  in the event
of a permitted transfer of a Stock Option (other than an Incentive Stock Option)
hereunder, the original Optionee shall remain subject to withholding taxes upon
exercise. In addition, the Company shall have no obligation to provide any
notices to a transferee, including, for example, of the termination of an Option
Agreement following the original Optionee's termination of employment.

     Section 4.3   Withholding  Taxes.  Whenever  the Company  proposes or is
required to issue or transfer shares of Common Stock under the Plan, the Company
shall have the right to require the grantee to remit to the Company an amount
sufficient to satisfy any Federal, state and/or local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. Alternatively, the Company may issue, transfer or vest only such net of
the number of shares of the Company sufficient to satisfy the withholding tax
requirements. For withholding tax purposes, the shares of Common Stock shall be
valued on the date the withholding obligation is incurred.

     Section 4.4   Right to Terminate  Employment.  Nothing in the Plan or in
any agreement entered into pursuant to the Plan shall confer upon any
participant the right to continue in the employment of the Company or affect any
right which the Company may have to terminate the employment of such
participant.

     Section 4.5   Non-Uniform Determinations.  The Plan Administrator's
determinations under the Plan (including without limitation determinations of
the persons to receive Options, the form, amount and timing of such Options, the
terms and provisions of such Options and the agreements evidencing same) need
not be uniform and may be made by it selectively among persons who receive, or
are eligible to receive, Options under the Plan, whether or not such persons are
similarly situated.

     Section 4.6   Rights as a  Stockholder.  The recipient of any Option under
the Plan shall have no rights as a stockholder with respect thereto unless and
until certificates for shares of Common Stock are issued to him.

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<PAGE>

     Section 4.7   Definitions. In this Plan the following definitions shall
apply:

          (a)    "fair  market  value" as of any date and in respect of any
     share of Common Stock means the average of the closing bid and offer price
     on such date or on the next business day, if such date is not a business
     day, of a share of Common Stock on the OTC Bulletin Board or other public
     securities market on which the Common Stock trades. If the Plan
     Administrator determines that the average of the closing bid and offer
     price on the OTC Bulletin Board or other public securities market on which
     the Common Stock trades does not properly reflect the fair market value of
     a share of Common Stock, the fair market value of shares of Common Stock
     shall be as determined by the Plan Administrator in such manner as it may
     deem appropriate. In no event shall the fair market value of any share of
     Common Stock be less than its par value.

          (b)    "Option" means a Stock Option or Incentive Stock Option.

          (c)    "option price" means the purchase price per share of Common
     Stock deliverable upon the exercise of a Stock Option or Incentive Stock
     Option.

     Section 4.8   Leaves of Absence.  The Plan  Administrator  shall be
entitled to make such rules, regulations and determinations as it deems
appropriate under the Plan in respect of any leave of absence taken by the
recipient of any Option. Without limiting the generality of the foregoing, the
Plan Administrator shall be entitled to determine (i) whether or not any such
leave of absence shall constitute a termination of employment within the meaning
of the Plan and (ii) the impact, if any, of any such leave of absence on Options
under the Plan theretofore made to any recipient who takes such leave of
absence.

     Section  4.9  Newly  Eligible  Employees.  The  Plan  Administrator  shall
be entitled to make such rules, regulations, determinations and grants of
Options as it deems appropriate in respect of any employee who becomes eligible
to participate in the Plan or any portion thereof.

     Section  4.10 Adjustments.  In the event of any  change in the
outstanding Common Stock by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or the like, the Plan Administrator may appropriately adjust the number
of shares of Common Stock which may be issued under the Plan, the number of
shares of Common Stock subject to Options theretofore granted under the Plan,
and any and all other matters deemed appropriate by the Plan Administrator.

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<PAGE>

     Section 4.11  Changes in the Company's Capital Structure.

     (a)  The existence of outstanding Options shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

     (b)  If, while there are outstanding  Options,  the Company shall effect a
subdivision or consolidation of shares or other increase or reduction in the
number of shares of the Common Stock outstanding without receiving compensation
therefore in money, services or property, then, subject to the provisions, if
any, in the Option Agreement (i) in the event of an increase in the number of
such shares outstanding, the number of shares of Common Stock then subject to
Options hereunder shall be proportionately increased; and (ii) in the event of a
decrease in the number of such shares outstanding the number of shares then
subject to Option hereunder shall be proportionately decreased.

     (c)  After a merger of one or more corporations into the Company,  or after
a consolidation of the Company and one or more corporations in which the Company
shall be the surviving corporation, each holder of an outstanding Option shall,
at no additional cost, be entitled upon exercise of such Option to receive
(subject to any required action by stockholders) in lieu of the number of shares
as to which such Option shall then be so exercisable, the number and class of
shares of stock, other securities or consideration to which such holder would
have been entitled to receive pursuant to the terms of the agreement of merger
or consolidation if, immediately prior to such merger or consolidation, such
holder had been the holder of record of a number of shares of the Company equal
to the number of shares as to which such Option had been exercisable.

     (d)  If the Company is about to be merged into or consolidated with another
corporation or other entity under circumstances where the Company is not the
surviving corporation, or if the Company is about to sell or otherwise dispose
of substantially all of its assets to another corporation or other entity while
unexercised Options remain outstanding, then the Plan Administrator may direct
that any of the following shall occur:

          (i)    If the successor  entity is willing to assume the obligation to
     deliver shares of stock or other securities after the effective date of the
     merger, consolidation or sale of assets, as the case may be, each holder of
     an outstanding Option shall be entitled to receive, upon the exercise of
     such Option and payment of the option price, in lieu of shares of Common
     Stock, such shares of stock or other securities as the holder of such
     Option would have been entitled to receive had such Option been exercised
     immediately prior to the consummation of such merger, consolidation or
     sale, and the terms of such Option shall apply as nearly as practicable to
     the shares of stock or other securities purchasable upon exercise of the
     Option following such merger, consolidation or sale of assets;

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<PAGE>

          (ii)   The Plan  Administrator  may waive any  limitations  set forth
     in or imposed pursuant to this Plan or any Option Agreement with respect to
     such Option such that such Option shall become exercisable prior to the
     record or effective date of such merger, consolidation or sale of assets;
     and/or

          (iii)  The Plan  Administrator  may cancel all  outstanding  Options
     as of the effective date of any such merger, consolidation or sale of
     assets provided that prior notice of such cancellation shall be given to
     each holder of an Option at least 30 days prior to the effective date of
     such merger, consolidation or sale of assets, and each holder of an Option
     shall have the right to exercise such Option in full immediately prior to,
     and contingent upon, the effective date of such merger, consolidation or
     sale of assets.

     (e)  Except as herein  provided,  the  issuance by the  Company of Common
Stock or any other shares of capital stock or securities convertible into shares
of capital stock, for cash, property, labor done or other consideration, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock then subject to outstanding
Options.

     Section 4.12  Amendment of the Plan.    The Board of  Directors  may,
without further approval by the stockholders and without receiving further
consideration from the participant, amend this Plan or condition or modify
Options under this Plan, including increases to the number of shares which may
be covered by Options under this Plan.

     This is the Stock Incentive Plan adopted by the Company on July 19, 2002.

                                     CASTLE DENTAL CENTERS, INC.


                                     By: /s/ John M. Slack
                                        --------------------------------
                                     Name: John M. Slack
                                          ------------------------------
                                     Title: Senior Vice President
                                           -----------------------------

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