CASTLE DENTAL CENTERS INC
SEVERANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>18
<FILENAME>dex1014.txt
<DESCRIPTION>SEVERANCE AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.14

                               SEVERANCE AGREEMENT

     1.   The parties to this Severance Agreement ("Agreement") are: (a) Jack H.
Castle, Jr., an individual residing in Harris County, Texas ("Castle"); (b)
Castle Dental Centers, Inc., a Delaware corporation ("Company"); (c) Goforth,
Inc., a Texas corporation ("Goforth"), and Castle 1995 Gift Trust F/b/o Jack H.
Castle, Jr. (the "Trust").

     2.   The Company employed Castle as its Chairman of the Board until
June 30, 2001. Castle also served as director of all of the Company's wholly
owned subsidiaries. Prior to February 15, 2001, Castle served as Chief Executive
Officer of the Company and Chief Executive Officer and President of its wholly
owned subsidiaries. All references in this Agreement to the Company shall be
deemed to include, unless the context otherwise requires, all of the
subsidiaries of the Company. On April 8, 2002, Castle resigned from all of his
positions as officer and/or director of the Company and each of its
subsidiaries.

     3.   The parties have agreed to settle finally and forever any and all
claims between them of any nature whatsoever from any and all liability or
damages of any kind, known or unknown, in contract or in tort, including without
limitation: (a) Castle's employment by the Company, including, but not limited
to, any event occurring during the time the Company employed Castle and the
circumstances in which that employment ended, (b) any existing obligation,
contract, agreement or understanding between Castle and the Company other than
pursuant to the Continuing Agreements (as defined below), (c) any existing
obligation, contract, agreement or understanding between any entity controlled
by Castle ("Affiliate") and the Company or any subsidiary of the Company, (d)
the proposed restructuring of the Company's outstanding indebtedness (the
"Restructuring"), and (e) any action by the Company or its agents, employees,
officers and directors, unless otherwise expressly excepted herein. Castle and
the Company agree that (x) each of the Continuing Agreements remains in full
force and effect, (y) neither of them is aware of the breach by any party of any
of the parties' obligations under the Continuing Agreements and (z) that the
provisions of this Agreement and the circumstances surrounding the termination
of Castle's employment do not constitute a breach of the terms of any of the
Continuing Agreements or of any other obligation, contract, agreement or
understanding between (A) the Company and Castle or (B), other than the Goforth
Agreements (as defined below), any Affiliate and the Company. Castle
acknowledges that he has been provided drafts of the term sheets detailing the
terms of the Restructuring of the Company's senior secured debt and subordinated
debt and he understands that his and his Affiliates' common stock in the Company
will be subject to severe, immediate and irreversible dilution upon the
consummation of the transactions contemplated by the Restructuring, with all
currently outstanding common stock of the Company to represent less than 7.5% of
the fully diluted common equity of the Company following the Restructuring.

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     4.   The parties  agree that Castle has received all sums owing to him by
the Company for salary and benefits through the termination of his employment as
chairman of the board of the Company on June 30, 2001. From July 1, 2001 through
February 2002, the Company has previously paid Castle Severance Payments (as
defined below) of $170,806.77 (in increments of $21,147.50 per month), with the
last check having been dated March 8, 2002, and has reimbursed him for certain
expenses.

     5.   In  consideration  for the terms of this  Agreement,  the Company
shall: (a) from July 1, 2001 through June 30, 2002 (the "Payment Period"), bring
current suspended payments (beginning with the payment due March 22) no later
than five business days following the Effective Date (as defined below) and
thereafter continue to pay to Castle as severance payments (the "Severance
Payments") $21,147.50 per month, less normal tax and other withholdings, payable
(following the Effective Date (as defined below)) in accordance with the
Company's usual payment procedures (with full credit against this obligation for
the Severance Payments previously paid as described in paragraph 4 above); (b)
following the Effective Date during the Payment Period (x) pay the party
entitled thereto the amount of his COBRA payments necessary to keep his existing
health insurance with the Company in place and (y) no later than five business
days following the Effective Date bring current and thereafter continue to pay
the rent and other amounts owing to Goforth on the West Loop Lease (as defined
below) (which includes a property tax shortfall for 2001, of $3,467.10, and for
the first three months of 2002, of $866.79, plus full lease payment and full
property tax beginning April 2002, of $16,017.67 per month), (c) forgive as of
the Effective Date the advances from the Company to Castle in the amount of
$45,000; (d) allow Castle to keep, and, upon the Effective Date, does hereby
transfer to him, the Company computer and related equipment that he has in his
home; (e) upon the Effective Date, pay, in settlement of all claims for
reimbursement of expenses incurred on the Company's behalf, the amount of
$5,619.31 directly to American Express, and the sum of $2,962.69 directly to
Castle as reimbursement for previously submitted expenses; and (f) subject to
the prior approval of Bank of America, N.A., as agent for the Company's senior
lenders (the "Senior Lenders"), and no later than the 30th day following the
closing of the proposed restructuring of the Company's debt with the Senior
Lenders, sell to Castle certain of the assets related to the Company's two
Corpus Christi, Texas offices and one Beaumont, Texas office (the
"Corpus/Beaumont Assets") in accordance with the terms of an Asset Purchase
Agreement substantially in the Form of Exhibit A hereto ("Asset Purchase
Agreement"). Upon the Effective Date, the Company shall assign all of its rights
in and to the split dollar life insurance policy on Castle to the Castle Family
Trust of 1998, who will thereafter be responsible for payment of all premiums
with respect to such policy. Upon the closing (the "Corpus/Beaumont Closing") of
the sale of the Corpus/Beaumont Assets, the Company will make one additional
severance payment to an entity designated by Castle in the amount of $24,000;
provided, however, that if Castle does not obtain a complete and full release of
the Company from all indebtedness to Compass Bank Houston arising out of the
purchase of Castle's Jeep Wrangler, at the Corpus/Beaumont Closing the Company
may elect to pay the outstanding balance on such debt and reduce the final
severance payment to Castle's designated entity accordingly. The Company will
continue to carry Castle as an employee for health insurance purposes through
June

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30, 2002. Beginning July 1, 2002, Castle will become eligible for COBRA coverage
and will be responsible for paying the costs of COBRA coverage for his family
and for his ex-wife following such date, which coverage will continue through
the statutory time limit allowed.

     6.   All of the parties'  obligations under this Agreement shall be subject
to and dependent upon (a) the approval of this Agreement by the Senior Lenders
and (b) the approval of this Agreement by the Company's board of directors.
Consequently, unless and until the Company notifies Castle in writing that it
has received the approval of the Company's board of directors and the Senior
Lenders (the "Effective Date"), this Agreement will not be binding on any of the
parties hereto. The Company hereby agrees to submit this Agreement to its board
of directors and to the Senior Lenders for approval forthwith upon its execution
and to diligently seek such approvals. If the Effective Date does not occur on
or before June 30, 2002, any of the parties hereto may terminate this Agreement
by delivery of written notice to the other parties and thereafter this Agreement
will be void and of no further force and effect.

     7.   Confidentiality.

     7.1. Castle agrees and acknowledges that in the course of serving as
Chairman of the Board, Chief Executive Officer and a director of the Company,
the Company has given him confidential information about the professional,
business and financial affairs of the Company, the Company's strategy and
procedures and the Company's PCs. As used in this Agreement, the term "PCs"
refers to any entity to which the Company provides management services. Castle
recognizes that in order to guard the legitimate interests of the Company it is
necessary for the Company to protect all such confidential information, good
will and reputation.

     7.2  In the course of his service to the Company, the Company gave
confidential information, including, but not limited to: forecasts, budgets,
pricing information, Company developed methods of operation, and risk management
strategies and procedures, specialized know-how developed by the Company,
business documents or information, marketing data, trade secrets, personnel
rosters, including the identity, qualifications and/or salary scale of any
consultant or other Company or PC employee, and other information generated by
the Company or arising in connection with the Company's business the disclosure
of which would give an advantage to the Company's competitors. Such information
shall hereinafter be called "Proprietary Information" and shall include any and
all items enumerated in the preceding sentence which come within the scope of
the business activities of the Company as to which Castle has had access in the
past, whether or not conceived or developed by others or by Castle alone or with
others during the period of his tenure on the board of directors of the Company.
"Proprietary Information" shall not include (a) any information which is in or
comes into the public domain, provided such information is not in the public
domain as a consequence of disclosure by Castle, (b) any information provided to
Castle to others without the breach by the disclosing party of any obligation of
confidentiality to the Company, (c) any information developed by Castle
following the date of this Agreement without the use of other Proprietary

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Information, (d) any information not considered confidential information by
similar enterprises operating in the dental management industry, and (e) any
information that can reasonably be said to have resulted from general business
and professional experience gained by Castle during his career.

     7.3  Castle  agrees and  acknowledges  that  Proprietary  Information
belongs solely to the Company and is of critical importance to the Company and
that a use or disclosure of the Proprietary Information in violation of this
Paragraph 7 may seriously and irreparably impair and damage the Company's
businesses. Castle therefore agrees at all times hereafter (a) to keep all
Proprietary Information confidential for the sole benefit of the Company and (b)
not to use the Proprietary Information for the benefit of Castle or any other
person or entity.

     7.4  Castle shall not disclose,  directly or indirectly  (except as
required by law), any Proprietary Information to any person other than (a) the
Company, (b) such other persons to whom Castle has been instructed to make
disclosure by the board of directors of the Company, or (c) Castle's counsel so
long as such counsel agrees to keep all Proprietary Information confidential.

     7.5  Notwithstanding  anything provided in Paragraphs 7.3 and 7.4,
following Castle's acquisition of the Corpus/Beaumont Assets, Castle may use the
Proprietary Information in connection with his operation of the Corpus/Beaumont
Assets and within the Corpus Christi, Texas and Beaumont, Texas standard
metropolitan area as long as he takes reasonable precautions to preserve the
confidential nature of such Proprietary Information.

     8.   Non-Competition and Non-Solicitation.

     8.1  Castle  acknowledges and agrees that (a) in order for the Company to
further ensure that the Proprietary Information will be used solely for the
benefit of the Company and not for the benefit of Castle or any other person or
entity and (b) in consideration of (i) the payments to be made to him pursuant
to Paragraph 5 above, (ii) the forgiveness of indebtedness referred to in
Paragraph 5 above, and (iii) being permitted to acquire the Corpus/Beaumont
Assets, Castle has agreed not to compete with the Company to the extent provided
in this Paragraph. Castle covenants and agrees that during the Restricted
Covenant Period (as defined below) and only within the Restricted Area (as
defined below), Castle shall not, whether for his own account or for any other
person or organization other than the Company, (a) manage, operate, control,
assist (directly or indirectly), or participate in the management, operation or
control of, (b) serve as a director, officer, partner, manager, employee or
consultant of, or own more than five percent of the outstanding voting
securities of, or (c) lease property to, in each case, any enterprise which,
within the Restricted Area (as that term is defined below), is then carrying on
the businesses of general dentistry or any specialty thereof (including
orthodontics, pedodontics, periodontics, endodontics, oral surgery and
implantology) or providing management services to dentists or the entities owned
by them. Castle further agrees that, during the Restrictive Covenant Period and
within the Restricted Area, he shall not knowingly solicit, divert, attempt to
solicit or

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divert, or conduct or carry on any business with any of the PCs without in each
case obtaining the prior written consent of the Company. This provision is in no
way meant to prohibit or impede Castle's efforts to make preparations to compete
before the Restrictive Covenant Period has ended within the Restricted Area.

     8.2  Castle  further  agrees that during the period  commencing on the date
hereof and continuing for three years from the date of this Agreement, he will
not directly or through the use of any agent, intermediary or "headhunter," (a)
solicit the employment or engagement as a consultant of any person who is an
employee of or a consultant to the Company or a PC at the time of any such
solicitation or (b) initiate contact with any such person concerning the
business of the Company or a PC (other than is necessary in connection with the
operation of the Corpus/Beaumont Assets), unless in each case Castle obtains the
prior written consent of the Company. This provision is in no way meant to
prohibit Castle from employing any such employee or consultant at any time so
long as such person was not solicited away from Castle Dental or a PC but
instead decided to seek employment from Castle on his or her own. The Company
hereby consents to the solicitation and hiring of the employees and dentists
employed by the Company or the PC in the Corpus Christi and Beaumont offices in
accordance with the terms of the Asset Purchase Agreement.

     8.3  For the purposes of Paragraph  8.1, the term  "Restricted  Covenant
Period" shall mean the period commencing on the date hereof and terminating on
July 31, 2002, unless the Corpus/Beaumont Closing occurs on or prior to such
date, in which case the Restricted Covenant Period shall terminate on September
30, 2002. For the purposes of this Paragraph 8, the term "Restricted Area" shall
mean the standard metropolitan area of each city (other than Corpus Christi,
Texas and Beaumont, Texas) in which the Company manages a dental center.

     9.   The  parties  agree the  terms and  conditions  of this  Agreement
shall be confidential, and that no party shall disclose any part of this
Agreement to any person, except (i) as required by subpoena or otherwise by law;
or (ii) to an accountant or tax preparer, or (iii) to legal counsel or financial
advisors, or (iv) to the lenders under the Amended and Restated Credit
Agreement, dated as of December 18, 1998, as amended, among the Company and Bank
of America, N.A., and the other lenders thereto, (the "Credit Agreement") or (v)
the purchasers of notes under the Senior Subordinated Note Purchase Agreement,
dated January 1, 2000, as amended, among the Company, Heller Financial, Inc. and
Midwest Mezzanine Fund II, L.P., or (vi) the legal and financial advisors of
such lenders and purchasers of notes.

     10.  Releases.

     9.1  Except only to enforce his rights under this  Agreement,  the Asset
Purchase Agreement and the ancillary agreements contemplated hereby and thereby,
Castle on behalf of himself, his Affiliates, his heirs, executors, successors
and assigns, irrevocably and unconditionally releases, waives, and forever
discharges the Company, each of the lenders under the Credit Agreement, Heller
Financial, Inc. and Midwest Mezzanine Fund II, L.P. and each of their respective
parents, divisions, subsidiaries,

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affiliates, and related companies, and their present and former agents,
employees, officers, directors, attorneys, advisors, fairness opinion givers,
stockholders, plan fiduciaries, successors and assigns (collectively, the
"Company Releasees"), from any and all claims, debts, obligations, demands,
actions, causes of action, costs, fees, and all liability whatsoever, whether
known or unknown, fixed or contingent, in contract or in tort, or based on any
statute or other law, state or federal (collectively, "Claims"), which Castle
has, had, or may have in the future against the Company Releasees, relating to
or arising out of Castle's employment by or services as an officer, director or
employee of the Company or any of its subsidiaries, status as a shareholder of
the Company, or separation from employment with the Company. In addition, except
only to enforce his rights under this Agreement, effective upon the tender on or
prior to August 31, 2002, of the Corpus/Beaumont Assets in accordance with the
provisions of the Asset Purchase Agreement, Goforth, on its own behalf, the
Trust, on its own behalf, and Castle on behalf of himself, his Affiliates, his
heirs, executors, successors and assigns, shall and hereby does forever release
the Company Releasees from any and all Claims which Goforth, the Trust, Castle
and/or any Castle Affiliates has, had, or may have in the future against the
Company Releasees relating to or arising out of (a) the Lease dated January 1,
1996, between Goforth and Family Dental Services of Texas, Inc. (the "West Loop
Lease") concerning the property located at 2101 West Loop South, (b) the letter
agreement dated January 1996 among Goforth, Family Dental Services of Texas,
Inc. and the Company (together with the West Loop Lease, the "Goforth
Agreements"), (c) any other existing obligation, contract, agreement or
understanding between Castle and/or his Affiliates and any of the Company
Releasees (other than pursuant to the Continuing Agreements), (d) implementation
of any of the transactions, agreements, or stock and/or debt issuances
contemplated by the proposed Restructuring, as it may be amended from time to
time, including claims for breach of fiduciary duty, including the duties of
loyalty and care, or claims for breach of any other duty or obligation of any of
the Company Releasees owed or allegedly owed to Castle, his Affiliates, any
other equity or debt holders in the Company or any other constituency or
stakeholder group of the Company, and (e) any other act or omission by any
Company Releasee other than those expressly excepted herein which occurred on or
prior to the effective date of this release. Castle's release includes, without
limitation, claims at law or equity or sounding in contract (express or implied)
or tort, claims arising under any federal, state, or local laws, of any
jurisdiction, that prohibit age, sex, race, national origin, color, disability,
religion, veteran or any other form of discrimination, harassment, or
retaliation (including, without limitation, the Age Discrimination in Employment
Act, the Americans with Disabilities Act, Title VII of the 1964 Civil Rights
Act, the Civil Rights Act of 1991, the Rehabilitation Act, the Family and
Medical Leave Act, or any other federal, state, or local laws of any
jurisdiction), claims arising under the Employee Retirement Income Security Act,
or any other statutory or common law claims related to Castle's employment with
the Company, the continuation of Castle's employment with the Company, or the
termination of Castle's employment with the Company. Except only to enforce its
rights under this Agreement, the Continuing Agreements, the Asset Purchase
Agreement, and any ancillary agreements contemplated hereby and thereby, the
Company on behalf of itself, its subsidiaries and their respective successors
and assigns, irrevocably and unconditionally releases, waives, and forever
discharges

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Castle, and all of his affiliates, his present and former agents, attorneys,
successors and assigns (collectively, the "Castle Releasees"), from any and all
Claims which the Company has, had, or may have in the future against the Castle
Releasees relating to or arising out of Castle's employment by or services as an
officer, director or employee of the Company or any of its subsidiaries, status
as a shareholder of the Company, or separation from employment with the Company.

     9.2  Castle  understands  it is his choice  whether or not to enter into
this Agreement and that his decision to do so is voluntary and is made
knowingly.

     9.3. Castle  expressly  warrants and represents and does hereby state and
represent that no promise or agreement which is not herein expressed has been
made to him in executing this release, and that Castle is not relying upon any
statement or representation of any agent of the parties being released hereby.
Castle is relying on his own judgment and acknowledges that he has been
represented by competent legal counsel in this matter. The aforesaid legal
counsel has read and explained to Castle the entire contents of this Agreement,
as well as the legal consequences of this release.

     11.  Except only to enforce the terms of this Agreement,  each party agrees
not to bring any claim of any kind against the other party to this Agreement
concerning any matter released by this Agreement. Each party further agrees that
this Agreement constitutes a bar to any such future claim.

     12.  No modification to any provisions  contained in this Agreement shall
be binding upon any party unless made in writing and signed by both parties.

     13.  If any provision of this Agreement is held to be unenforceable  for
any reason, the remaining parts of the Agreement shall remain in full force and
effect.

     14.  Each party  represents he or it has not assigned any portion of the
claims released under this Agreement to any third party.

     15.  This Agreement shall be construed in accordance with Texas law.

     16.  Except as expressly set forth in this Agreement,  this Agreement
constitutes a single, integrated written contract expressing the entire
agreement of the parties to this Agreement. Any other agreements, discussions,
promises, and representations (other than the Continuing Agreements and the
Asset Purchase Agreement) have been and are integrated into and superseded by
this Agreement.

     17.  Each party has fully  considered this  Agreement.  Each recognizes
that no facts can ever be known with certainty and that no representations or
warranties other than as set forth in this Agreement have been made to induce
this Agreement.

     18.  With respect to Castle,  this Agreement shall also bind and inure to
the benefit of his respective heirs and assigns. With respect to the Company,
this Agreement shall also bind and inure to the benefit of any affiliated
entities, successor-

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in-interests, or assigns. Castle specifically acknowledges that the rights and
benefits of the Company under this Agreement may be assigned by the Company to
Bank of America, N.A., as agent ("Agent") as collateral security for certain
obligations and indebtedness of the Company arising under the Credit Agreement,
and the "Security Instruments" as defined therein.

     19.  In the event that either party should bring any action to enforce any
term of this Agreement, the party who does not prevail in any such action shall
pay all the reasonable attorneys' fees and costs incurred by all other parties
because of the action.

     20.  The  parties  agree  that the terms of this  Agreement  are the
result of negotiations between the parties, and constitute a final accord and
satisfaction concerning all disputes both between Castle and the Company.

     21.  No party to this Agreement  admits the existence of any liability or
wrongdoing, and all such liability is expressly denied.

     22.  The parties each agree that neither shall disparage the other to any
third party at any time.

     23.  The Company agrees that during the period  commencing on the date of
the Corpus/Beaumont Closing and continuing for three years from such date, it
will not directly or through the use of any agent, intermediary or "headhunter,"
solicit the employment or engagement as a consultant of any person who is an
employee of or a consultant to the companies that acquire the Corpus/Beaumont
Assets (the "Castle Entities") at the time of any such solicitation who performs
services for the Castle Entities in Corpus Christi, Texas or Beaumont, Texas,
unless in each case the Company obtains the prior written consent of Castle.
This provision is in no way meant to prohibit the Company from employing any
such employee or consultant at any time so long as such person was not solicited
away from the Castle Entities but instead decided to seek employment from the
Company on his or her own.

     24.  If Castle commits a breach, or clearly indicates that a breach is
imminent, of any of the provisions of Paragraphs 7 or 8, the Company shall have
the right and remedy to obtain suitable restraining orders as allowed by law and
to have the provisions of Paragraphs 7 or 8 of this Agreement specifically
enforced by any court having jurisdiction, it being acknowledged and agreed that
any such breach or potentially imminent breach will cause immediate irreparable
injury and continuing damage to the Company and its affiliates, the exact amount
of which would be difficult to ascertain. In addition, if Castle commits a
breach of Paragraph 7 that would reasonably be expected to materially damage the
Company or commits a breach of Paragraph 8, the Company shall have the right and
remedy to: (a) terminate its obligation to continue making the payments
otherwise due to Castle pursuant to Paragraph 5, and (b) terminate the Service
Mark License Agreement contemplated by the Asset Purchase Agreement. Further,
Castle acknowledges and agrees that money damages will not provide an adequate
remedy, and that the Company shall be entitled to injunctive relief restraining
any violation of Paragraphs 7 and 8. The rights and

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remedies enumerated above shall be independent, and in addition to, and not in
lieu of, any other rights and remedies available to the Company at law or in
equity.

     25.  It is expressly  understood  and agreed that the covenants of Castle
contained herein are supported by independent valuable consideration, including
without limitation the Company's obligations under Paragraph 5, and that Castle
and the Company consider the restrictions contained in Paragraphs 7 and 8 above
to be reasonable and necessary for the purposes of preserving and protecting the
business of the Company, including the goodwill of the Company, and other
legitimate business interests of the Company. Nevertheless, if any of the
aforesaid restrictions are found by a court having jurisdiction to be
unreasonable, or overly broad as to the scope of activity to be restrained,
geographic area or time, or otherwise unenforceable, the parties intend for the
restrictions therein set forth to be modified by such court in the minimal
amount necessary so as to be reasonable and enforceable and, as so modified by
the court, to be fully enforced. If any provision of this Agreement or
application thereof to anyone or under any circumstances shall be determined to
be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision or application of this Agreement which can be given
effect without the invalid or unenforceable provision or application.

     26.  Castle  acknowledges  that the  Company  owns all rights in and to the
trademarks, service marks, and trade names "Castle Dental Centers", "The Castle"
and "Jack H. Castle, D.D.S., P.C." and all logos heretofore used in connection
with those marks and names. Castle agrees not to (a) challenge the validity of
the Company's exclusive rights in such names and marks at any time or in any
context or forum or (b) use such marks in a manner that infringes upon such
marks. Castle covenants and agrees that, from and after the Effective Date until
July 31, 2002, unless the Corpus/Beaumont Closing occurs on or prior to such
date, in which case this covenant will continue until September 30, 2002, he
will not advertise using the term "Castle" in connection with any products or
services sold, offered for sale, or distributed by or for any individual or
entity that carries on the practice of general dentistry or any specialty
thereof or provides management services to dentists or entities owned by them
except as permitted under the Service Mark License Agreement to be executed in
connection with the sale of the Corpus/Beaumont Assets. Castle further covenants
and agrees that any advertising using the term "Castle" prior to the date of
this Agreement was pursuant to a license from the Company and that all such
prior use inured to the benefit of the Company.

     27.  No  failure  by any  party  hereto at any time to give  notice  of any
breach by another party of, or to require compliance with, any condition or
provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.

     28.  The  following  agreements  shall remain in full force and effect
following the Effective Date: (1) the Indemnity Agreement dated as of December
18, 1995,

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between Castle and the Company (the "Indemnity Agreement"); (2) the Amended and
Restated Registration Rights Agreement dated as of June 16, 1997, by and among
the Company, Delaware State Employees' Retirement Fund, Declaration of Trust For
Defined Benefit Plan of ICI American Holdings Inc., Declaration of Trust for
Defined Benefit Plan of Zeneca Holdings Inc., Jack H. Castle, Jr., as Trustee of
the Castle 1995 Gift Trust F/B/O Jack H. Castle, Jr., Castle Interests, Ltd.,
Lisa G. Castle Donnell, as Trustee of the Castle 1995 Gift Trust F/B/O Lisa G.
Castle Donnell, Jack H. Castle, D.D.S., Loretta M. Castle, and Gulfstar
Investments, Ltd. (the "Registration Rights Agreement"); and (3) the
Stockholders Agreement dated as of January 31, 2000, by and among the Company,
Castle, Heller Financial, Inc., Midwest Mezzanine Fund II, L.P., Delaware State
Employees' Retirement Fund, Declaration of Trust For Defined Benefit Plan of ICI
American Holdings Inc., Declaration of Trust for Defined Benefit Plan of Zeneca
Holdings Inc., Jack H. Castle, Jr., as Trustee of the Castle 1995 Gift Trust
F/B/O Jack H. Castle, Jr., Castle Interests, Ltd., Jack H. Castle, D.D.S.,
Loretta M. Castle, and Gulfstar Investments, Ltd. (the "Stockholders Agreement"
and, together with the Indemnity Agreement and the Registration Rights
Agreement, the "Continuing Agreements"). The Trust, on its own behalf, and
Castle, on his own behalf and on behalf of his heirs, assigns and Affiliates,
hereby consents to the Company, upon the consummation of the Restructuring: (a)
entering into a registration rights agreement with the persons receiving equity
interests in the Company in connection with the Restructuring, which
registration rights are superior to and in conflict with those granted to the
Trust, Castle, his heirs, assigns and Affiliates pursuant to the Registration
Rights Agreement, (b) amending the Registration Rights Agreement to eliminate
the demand registration rights provided for therein and (c) terminating the
Stockholders Agreement.

     29.  Any  controversy,  dispute or claim  arising  out of, in  connection
with, or in relation to, the interpretation, performance or breach of paragraph
8.2 or paragraph 23 hereof (and only such paragraphs) which cannot first be
settled through ordinary negotiation between the Parties shall be submitted to
binding and final arbitration conducted in Harris County, Texas by and in
accordance with the then existing Rules for Commercial Arbitration of the
American Arbitration Association or any successor organization; provided that:
(1) each Party will be limited to asking questions at one deposition and will be
limited to two hours of testimony at the arbitration; (2) if the complaining
Party substantially prevails, it will receive six months salary of the employee
involved; (3) if the responding Party substantially prevails, it will receive
three months salary of the employee involved; (4) the Parties and the arbitrator
shall seek the most expedited hearing possible. The applicable individual salary
shall be the employee's base salary at the time of the claimed violation of this
Agreement, excluding any bonuses and fringe benefits payable to that employee.
Any such arbitration shall be to a one-member panel selected by mutual agreement
from among the following: Michael Wilk, Judge Dan Downey, Gary McGowan, Alan
Levin, Alvin Zimmerman and Mickey Mills. The award rendered by the arbitrator
may be confirmed, entered and enforced as a judgment in any court of competent
jurisdiction; however, the Parties otherwise waive any rights to appeal the
award except with regard to fraud by the panel. Any such action must be brought
within 90 days of the hiring of the affected employee. The arbitrator shall
award the Party which

                                       10

<PAGE>

substantially prevails in any arbitration proceeding recovery of that Party's
reasonable attorneys' fees, the arbitrator's fees and all costs reasonably
incurred in connection with the arbitration from the Party who does not
substantially prevail.

                                       11

<PAGE>

Dated: June __, 2002                            CASTLE DENTAL CENTERS, INC.


                                                By:  /s/ James M. Usdan
                                                    ----------------------------
                                                Its: President and Chief
                                                     Executive Officer
                                                    ----------------------------
                                                Name: James M. Usdan
                                                     ---------------------------

                                                /s/ Jack H. Castle, Jr.
Dated: June __, 2002                            ---------------------------
                                                Jack H. Castle, Jr.

Dated: June __, 2002                            GOFORTH, INC.


                                                By: /s/ Jack H. Castle, Jr.
                                                   -----------------------------
                                                Jack H. Castle, Jr., President

Dated: June __, 2002                            CASTLE 1995 GIFT TRUST F/B/O
                                                JACK H. CASTLE, JR.

                                                By: /s/ Jack H. Castle, Jr.
                                                   -----------------------------
                                                Jack H. Castle, Jr., Trustee

                                       12

</TEXT>
</DOCUMENT>
