CASTLE DENTAL CENTERS INC
TERMINATION AND AMENDMENT OF REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>10
<FILENAME>dex107.txt
<DESCRIPTION>TERMINATION AND AMENDMENT OF REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>


                                                                    EXHIBIT 10.7

--------------------------------------------------------------------------------
                          AMENDMENT AND TERMINATION OF
                          REGISTRATION RIGHTS AGREEMENT
--------------------------------------------------------------------------------

                                  by and among

                          CASTLE DENTAL CENTERS, INC.,
                             a Delaware corporation
                                (the "Company"),

                                       and

                   BANK OF AMERICA STRATEGIC SOLUTIONS, INC.,
                             a Delaware corporation
                                   ("B of A"),

                                   FSC CORP.,
                           a Massachusetts corporation
                                   ("Fleet"),

                                  AMSOUTH BANK,
                         a national banking association
                                  ("Amsouth"),

                             HELLER FINANCIAL, INC.,
                             a Delaware corporation
                                   ("Heller"),

                        MIDWEST MEZZANINE FUND II, L.P.,
                         a Delaware limited partnership
                                  ("Midwest"),

                                       and

                                 JAMES M. USDAN

                                  May 15, 2003

<PAGE>

                          AMENDMENT AND TERMINATION OF
                          REGISTRATION RIGHTS AGREEMENT

     This Amendment and Termination of Registration Rights Agreement
("Agreement") is entered into as of May 15, 2003, by and among Castle Dental
Centers, Inc., a Delaware corporation (the "Company"), and Heller Financial,
Inc., a Delaware corporation ("Heller"), Midwest Mezzanine Fund II, L.P., a
Delaware limited partnership ("Midwest"), and James M. Usdan ("Usdan" and,
collectively with Heller and Midwest, the "Terminating Parties"). Capitalized
terms used and not otherwise defined in this Agreement have the respective
meanings ascribed thereto in the Registration Rights Agreement dated as of July
19, 2002 (the "Registration Rights Agreement") between the parties to this
Agreement and the Stockholders listed on Exhibit A of the Registration Rights
Agreement.

                                    RECITALS

     WHEREAS, the Terminating Parties and Banc of America Strategic Solutions,
Inc., a Delaware corporation ("B of A"), FSC Corp., a Massachusetts corporation
("FSC"), Amsouth Bank, a national banking association ("Amsouth"), have
previously entered into the Registration Rights Agreement, and none of the
Terminating Parties have transferred any Registrable Securities or securities
convertible into or exercisable for Registrable Securities;

     WHEREAS, the Terminating Parties and B of A, Amsouth and FSC hold all of
the Registrable Securities other than the Piggyback Stock, and the Registrable
Securities held by the Terminating Parties, B of A, Amsouth and FSC constitute
more than 51% of the Registrable Securities;

     WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the Company has entered into a Preferred Stock and Subordinated Note
Purchase Agreement with Sentinel Capital Partners II, L.P., General Electric
Capital Corporation, the successor to Heller, Midwest, Thomas Fitzpatrick, John
M. Slack, and Usdan (the "Preferred Stock Purchase Agreement"), and, pursuant to
Section 6.1(s) of the Preferred Stock Purchase Agreement, the termination of the
Registration Rights Agreement by Heller, Midwest and Usdan is a condition to
closing of the Preferred Stock Purchase Agreement; and

     WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the Company has entered into a Warrant Purchase Agreement with B of
A, FSC and Amsouth (the "Warrant Purchase Agreement"), and, pursuant to Section
6(b) of the Warrant Purchase Agreement, B of A, FSC and Amsouth agreed to
terminate and amend the Registration Rights Agreement as provided for in this
Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

                                        1

<PAGE>

                             ARTICLE I. TERMINATION

     Section 1.1. Termination. Pursuant to Section 7.10 of the Registration
Rights Agreement, the Terminating Parties hereby terminate the Registration
Rights Agreement with respect to all of the Registrable Securities other than
the Piggyback Stock.

     Section 1.2. Effect of Termination. Article II of the Registration Rights
Agreement, providing for demand registration rights that are not applicable to
holders of Piggyback Stock, and any other references to such provisions in the
Registration Rights Agreement are hereby terminated in their entirety. All
provisions of the Registration Rights Agreement applicable to Bank Warrants,
Initiating Holders, New Money Notes, New Money Warrants, Series A-1 Stock, and
Series A-2 Stock are hereby terminated in their entirety. All provisions of the
Registration Rights Agreement applicable to holders of Piggyback Stock shall
remain in full force and effect solely with respect to the holders of Piggyback
Stock

                           ARTICLE VII. MISCELLANEOUS

     Section 2.1. Assignment. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors and assigns. In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement applicable to the parties
hereto shall also be enforceable against any subsequent holder of any
Registrable Securities.

     Section 2.2. Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.

     Section 2.3. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS
OF THE STATE OF DELAWARE WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF
LAWS.

     Section 2.4. Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument.

     Section 2.5. Entire Agreement. This Agreement embodies the entire agreement
and understanding between the Company and the Terminating Parties and supersedes
all prior agreements and understandings relating to the subject matter hereof.

                            [Signature Page Follows]

                                        2

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Amendment and Termination
of Registration Rights Agreement to be executed and delivered by their
respective officers thereunto duly authorized as of the date first above
written.

                                       COMPANY

                                       CASTLE DENTAL CENTERS, INC.

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       STOCKHOLDERS:

                                       HELLER FINANCIAL, INC.

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       MIDWEST MEZZANINE FUND II, L.P.

                                       By:  ABN AMRO Mezzanine Management
                                            II, L.P., its general partner

                                       By:  ABN AMRO Mezzanine Management
                                            II, Inc., its general partner

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       -----------------------------------------
                                       James M. Usdan

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