SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ] Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

DYNACARE INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment
of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined): (4) Proposed maximum aggregate
value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

42741.0001

DYNACARE INC. LOGO

14900 Landmark Boulevard, Suite 200
Dallas, Texas 75240

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the Annual Meeting of Shareholders of Dynacare Inc.
(the "Corporation") will be held at Hotel Intercontinental Dallas, Spectrum
Room, 15201 Dallas Parkway, Dallas, Texas, U.S.A. 75248, on Tuesday, June 26,
2001, at the hour of 10:00 a.m. (local time in Dallas, Texas), for the following
purposes:

1. To receive the Annual Report of the Corporation, the consolidated financial
statements of the Corporation contained therein as at and for the year
ended December 31, 2000, and the report of the auditors thereon.

2. To elect directors to hold office until the next annual meeting of
shareholders or until their respective successors are elected or appointed.

3. To appoint Ernst & Young LLP, Chartered Accountants, as independent
auditors for fiscal 2001 and to authorize the Board of Directors to fix the
remuneration of the auditors.

4. To transact such further and other business as may properly come before the
meeting or any adjournment or adjournments thereof.

A copy of the Corporation's Annual Report and Management Information Circular
and Proxy Statement and a form of Proxy accompany this Notice.

DATED at Toronto, this 27th day of April, 2001.

BY ORDER OF THE BOARD OF DIRECTORS

HARVEY A. SHAPIRO
Chairman, President and Chief
Executive Officer

NOTE: Shareholders who are unable to be present in person at the meeting are
requested to fill in, date, sign and return, in the envelope provided for that
purpose, the form of Proxy accompanying this Notice. In order to be voted,
Proxies must be received by the Corporation c/o CIBC Mellon Trust Company, the
Corporation's principal transfer agent and registrar in Canada, at the address
set out below, by no later that 5:00 p.m. local time in Toronto, Ontario on
Friday, June 22, 2001, or, in the case of any adjournment of the meeting, by no
later than 5:00 p.m. local time in Toronto, Ontario on the second business day
immediately preceding the date of such adjourned meeting, or with the Chairman
of the meeting prior to the commencement of the meeting or any adjournment
thereof. The address for the return of proxies is: CIBC Mellon Trust Company
Attention: Proxy Department, 200 Queens Quay East, Unit 6, Toronto, Ontario,
Canada M5A 4K9

DYNACARE INC. LOGO

14900 Landmark Boulevard, Suite 200
Dallas, Texas 75240

MANAGEMENT INFORMATION CIRCULAR
AND PROXY STATEMENT

GENERAL PROXY INFORMATION

Solicitation of Proxies

This management information circular and proxy statement (the
"Information Circular and Proxy Statement") is furnished in connection with the
solicitation of proxies by and on behalf of management and the Board of
Directors of Dynacare Inc. (the "Corporation") for use at the annual meeting of
the Shareholders of the Corporation (the "Meeting") to be held on Tuesday, June
26, 2001 at 10:00 a.m. (local time in Dallas, Texas) at Hotel Intercontinental
Dallas, Spectrum Room, 15201 Dallas Parkway, Dallas, Texas, U.S.A. 75248, and at
any adjournments thereof, for the purposes set forth in the accompanying notice
of the Meeting (the "Notice"). It is expected that the solicitation will be
primarily by mail. Proxies may also be solicited personally or by telephone by
officers, employees and agents of the Corporation. The cost of the solicitation
will be borne by the Corporation. This Information Circular and Proxy Statement
and the accompanying form of proxy and Annual Report are expected to be first
mailed to Shareholders on or about April 27, 2001.

Unless otherwise indicated, information contained herein is given as of
April 18, 2001 and all dollar amounts herein are stated in United States
dollars. Management knows of no matters to come before the Meeting other than
the matters referred to in the accompanying Notice of Meeting. If any other
matters properly come before the Meeting, the persons named in the enclosed form
of proxy will vote in accordance with their best judgment on such matters.
Except as otherwise indicated, information contained herein is given as at April
18, 2001.

Appointment of Proxyholders

The persons named in the enclosed form of proxy are directors and/or
officers of the Corporation. A Shareholder has the right to appoint a person
(who need not be a Shareholder), other than those named in the enclosed form of
proxy, to attend, act and vote for such Shareholder at the Meeting. A
Shareholder desiring to appoint a person other than those named in the enclosed
form of proxy to represent such Shareholder at the Meeting may do so either by
inserting such person's name in the blank space provided in the enclosed form of
proxy or by completing another form of proxy.

Deposit of Proxies

In order to be effective, proxies must be deposited with the
Corporation, c/o CIBC Mellon Trust Company, the Corporation's principal transfer
agent and registrar in Canada, at the address set out below, not later than 5:00
p.m. (local time in Toronto, Ontario) on Friday, June 22, 2001, or, in the case
of any adjournment of the Meeting, by no later than 5:00 p.m. (local time in
Toronto, Ontario) on the second business day immediately preceding the date of
such adjourned Meeting, or with the Chairman of the Meeting prior to the
commencement of the Meeting or any adjournment thereof.

The address for the return of proxies is: CIBC Mellon Trust Company,
Attention: Proxy Department, 200 Queens Quay East, Unit 6, Toronto, Ontario M5A
4K9.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a proxy
may be revoked by instrument in writing executed by the Shareholder or by his or
her attorney authorized in writing, or, if the Shareholder is a corporation, by
an officer or attorney thereof duly authorized, and deposited either at the
registered office of the Corporation at 20 Eglinton Avenue West, Suite 1600,
Toronto, Ontario, Canada M4R 2H1 at any time up to 5:00 p.m. (local time in
Toronto) on the last business day preceding the day of the Meeting, or any
adjournment thereof, or with the Chairman of such Meeting on the day of the
Meeting, or any adjournment thereof, and upon either of such deposits the proxy
is revoked.

Voting of Proxies

The persons named in the enclosed form of proxy will vote the shares in
respect of which they are appointed in accordance with the directions of the
Shareholders appointing them. If no direction is made in a proxy with respect to
any matter set out therein, the proxy will be voted FOR such matter.

The enclosed form of proxy confers discretionary authority upon the
person or persons named therein with respect to amendments or variations to
matters identified in the Notice of Meeting to which the proxy relates and with
respect to other matters which may properly come before the Meeting. As at the
date of this Information Circular and Proxy Statement, management of the
Corporation knows of no such amendment, variation or other matter to come before
the Meeting. However, if any other matters which are not now known to management
of the Corporation would properly come before the Meeting, the shares
represented by the proxy will be voted on such matters in accordance with the
best judgment of the person or persons voting the shares represented by such
proxy.

Non-Registered Shareholders

Only registered Shareholders of the Corporation or the persons they
appoint as their proxies are permitted to vote at the Meeting. However, in many
cases, shares beneficially owned by a person (a "Non-Registered Holder") are
registered either: (i) in the name of an intermediary (an "Intermediary") that
the Non-Registered Holder deals with in respect of the shares (Intermediaries
include, among others, banks, trust companies, securities dealers or brokers and
trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar
plans); or (ii) in the name of a clearing agency (such as The Canadian
Depository for Securities Limited ("CDS") or, in the United States, CEDE & Co.)
of which the Intermediary is a participant. In accordance with the requirements
of National Policy Statement No. 41 of the Canadian Securities Administrators,
the Corporation will have distributed copies of the Notice of Meeting, this
Information Circular and Proxy Statement and the form of proxy (collectively,
the "meeting materials") to the clearing agencies and Intermediaries for onward

distribution to Non-Registered Holders, unless a Non-Registered Holder has
waived the right to receive them. Intermediaries often use service companies to
forward the meeting materials to Non-Registered Holders. Generally,
Intermediaries will provide Non-Registered Holders who have not waived the right
to receive meeting materials with either:

(a) a form of proxy which has already been signed by the
Intermediary (typically by a facsimile, stamped signature),
but which has not otherwise been completed; or

(b) a form which is not signed by the Intermediary and which, when
properly completed and signed by the Non-Registered Holder and
returned to the Intermediary or its service company, will
constitute voting instructions (often called a "proxy
authorization form") which the Intermediary must follow.

In either case, the purpose of these procedures is to permit
Non-Registered Holders to direct the voting of the shares they beneficially own.
In either case, Non-Registered Holders should carefully follow the instructions
of their Intermediary with respect to the procedures to be followed including
those regarding when and where the proxy or proxy authorization form is to be
delivered.

Voting Shares

The authorized capital of the Corporation consists of an unlimited
number of Common Shares. Each Common Share entitles the registered holder
thereof to one vote, which may be exercised in person or by proxy at a meeting
of Shareholders. Common Shares represented at the Meeting in person or by proxy
will be counted toward the existence of a quorum notwithstanding their
abstention or non-vote on certain matters. However, abstentions and non-votes
with respect to a particular proposal will not be counted toward the total
number of votes cast in determining whether such proposal receives the necessary
approval. Votes cast by proxy or in person at the Meeting will be tabulated by
the scrutineers appointed for the Meeting by the Corporation.

As at April 18, 2001, 16,883,914 Common Shares of the Corporation were
issued and outstanding.

The record date for the purpose of determining the Shareholders
entitled to receive Notice of the Meeting has been fixed as April 18, 2001 (the
"Record Date"). In accordance with the provisions of the Business Corporations
Act (Ontario), the Corporation has prepared a list of Shareholders as at the
close of business on the Record Date. Each holder of Common Shares named in the
list will be entitled to vote, on all resolutions put forth at the Meeting for
which such Shareholder is entitled to vote, the shares shown opposite his or her
name on the said list, except to the extent that: (i) the Shareholder has
transferred any of his or her shares after the Record Date; and (ii) the
transferee of those shares produces properly endorsed share certificates or
otherwise establishes that he or she owns the shares and demands, not later than
ten days before the Meeting, that his or her name be included in the list of
Shareholders before the Meeting, in which case, the transferee will be entitled
to vote his or her shares at the Meeting. The failure of a Shareholder to
receive the Notice of Meeting does not deprive him or her of the right to vote
at the Meeting.

PRINCIPAL HOLDERS OF SHARES

As at April 18, 2001, the only persons who, to the knowledge of the
directors and senior officers of the Corporation, beneficially owned, directly
or indirectly, or exercised control or direction over, securities of the
Corporation carrying more than 5% of the voting rights attaching to the Common
Shares, the only class of outstanding voting securities of the Corporation, are

as set forth in the table below. In addition, the table sets forth the
beneficial ownership of each of the Corporation's directors and each of its
executive officers named in the Summary Compensation Table below (except for
Michael E. Latner who is no longer an executive officer of the Corporation), as
well as all of the Corporation's directors and executive officers as a group.
The percentage ownership of each person is based upon 16,883,914 Common Shares
outstanding as at April 18, 2001, plus options held by such person that vest
within 60 days of April 18, 2001. For purposes of this table, the term
"beneficial ownership" includes outstanding Common Shares, as well as Common
Shares issuable upon exercise of vested options, and options that vest within 60
days of April 18, 2001

Number of Common Shares and Nature of
Name of Holder Beneficial Ownership Percent of Class
- -------------- --------------------- ----------------

ALBERT J. LATNER (1) 4,173,333 (5) (7) 24.42%
20 Eglinton Avenue West, Suite 1600
Toronto, Ontario, Canada M4R 2H1

JOSHUA I. LATNER(2) 1,642,181 9.73%
Avenue Marcel Thiry
#204,1200 Bruxelles, Belgium

GOLDER, THOMA, CRESSEY, RAUNER FUND V, 5,887,923 34.87%
L.P. (3)
6100 Sears Tower
Chicago, Illinois, U.S.A. 60606-6402

GTCR ASSOCIATES V (4) 10,287 *
6100 Sears Tower
Chicago, Illinois, U.S.A. 60606-6402

HARVEY A. SHAPIRO 470,072(5) (8) 2.71%

DONALD J. EDWARDS 5,898,210(6) 34.93%

BRUCE V. RAUNER 5,898,210(6) 34.93%

DINO CHIESA -- --

WILLIAM T. BROCK -- --

THOMAS EDWARD LONG -- --

OSAMA I. SHERIF 312,965(5) (9) 1.82%

ZBIG S. BISKUP 261,013(5) (10) 1.52%

PAUL BELLAMY -- --

ROBERT J. LIPSIG -- --

ALL DIRECTORS AND EXECUTIVE OFFICERS AS 11,116,093(6) (7) (8) (9) (10) 61.31%
A GROUP

- --------------------
* Represents less than 1%.

(1) Includes shares beneficially owned , directly or indirectly, by Albert
J. Latner.

(2) Includes shares beneficially owned, directly or indirectly, by Joshua
I. Latner.

(3) Consists solely of shares held by Golder, Thoma, Cressey, Rauner, Fund
V, L.P. ("GTCR Fund V L.P.") for which each of Messrs. Rauner and
Edwards disclaims beneficial ownership (except to the extent of their
respective proportionate ownership interest therein).

(4) Consists solely of shares held by GTCR Associates V for which each of
Messrs. Rauner and Edwards disclaims beneficial ownership (except to
the extent of their respective proportionate ownership interest
therein).

(5) Includes Common Shares issuable upon exercise of presently vested
options or options that vest within 60 days of April 18, 2001.

(6) Includes shares held by GTCR Fund V L.P. and shares held by GTCR
Associates V. Messrs Rauner and Edwards are principals in GTCR Inc.
which is the general partner of Golder, Thoma, Cressey, Rauner V L.P.,
which, in turn, is the general partner of GTCR Fund V L.P. GTCR Inc. is
also the general partner in GTCR Associates V. Messrs. Rauner and
Edwards disclaim the beneficial ownership of the shares held by such
entities (except to the extent of their respective proportionate
ownership interests therein).

(7) Includes options to purchase 207,810 Common Shares held by Albert J.
Latner.

(8) Includes options to purchase 467,572 Common Shares held by Harvey A.
Shapiro.

(9) Includes options to purchase 311,715 Commons Shares held by Osama I.
Sherif.

(10) Includes options to purchase 259,763 Common Shares held by Zbig S.
Biskup.

ELECTION OF DIRECTORS

The articles of the Corporation provide that the Board of Directors of
the Corporation shall consist of a minimum of three and a maximum of twenty
directors. The Board of Directors has resolved that the number of directors to
be elected at the Meeting be fixed at nine.

The persons named in the enclosed form of proxy intend to vote such
proxies FOR the election as directors of the nominees whose names are set forth
both in the proxy and below, in the absence of directions to the contrary from
the Shareholders appointing them. All such persons presently serve as directors
of the Corporation, and have so served since the dates indicated. The present
term of office of each director of the Corporation will expire immediately prior
to the election of directors at the Meeting. Each member of the Board of
Directors elected at the Meeting will hold office until the next annual meeting
of the Shareholders of the Corporation or until his successor is elected or
appointed. A majority of the members of the Board of Directors must be residents
of Canada within the meaning given to such term in the Business Corporations Act
(Ontario).

In the event that prior to the Meeting any vacancies occur in the
following slate of nominees, the form of proxy accompanying this Information
Circular and Proxy Statement confers the right on the persons named in the
proxy, in their discretion, to vote for another person or persons as directors.

The Board of Directors recommends a vote FOR the election of the
nominees set out below as directors of the Corporation.

The following table sets forth the name of each person proposed to be
nominated for election to the Board of Directors at the Meeting, all positions
and offices of the Corporation currently held by him and the number of Common
Shares beneficially owned, or over which control or direction is exercised, as
at April 18, 2001:

Number and Class of Shares
Date First Became a Beneficially Owned, Directly
Office(s) held with Director of the or Indirectly, or Over Which Control
Name and Age the Corporation Corporation or Direction is Exercised (6)
------------ --------------- ------------------ -----------------------------

HARVEY A. SHAPIRO (1) Chairman, President, April, 1992 470,072(7)
AGE: 55 Chief Executive Officer
and Director

DONALD J. EDWARDS (2) Director May, 1997 5,898,210(8)
AGE: 34

ALBERT J. LATNER (1) Director April, 1992 4,173,333(7)
AGE: 74

BRUCE V. RAUNER (3) Director May, 1997 5,898,210(8)
AGE: 44

DINO CHIESA (1) Director November, 2000 --
AGE: 52

WILLIAM T. BROCK (1) Director November, 2000 --
AGE: 64

THOMAS EDWARD LONG (1) Director November, 2000 --
AGE: 42

PAUL BELLAMY(4) Director January, 2001 --
AGE: 52

ROBERT J. LIPSIG(5) Director January, 2001 --
AGE: 58

- ----------------
(1) Resident of Toronto, Ontario.
(2) Resident of Chicago, Illinois.
(3) Resident of Winnetka, Illinois.
(4) Resident of Old Greenwich, Connecticut.
(5) Resident of Boca Raton, Florida.
(6) The information as to voting securities beneficially owned, directly or
indirectly, or over which control or direction is exercised, not being
within the knowledge of the Corporation, has been furnished by the
respective nominees.
(7) Includes Common Shares issuable upon exercise of presently vested
options or options that vest within 60 days of April 18, 2001.
(8) Includes shares held by GTCR Fund V L.P. and shares held by GTCR
Associates V. Messrs Rauner and Edwards are principals in GTCR Inc.
which is the general partner of Golder, Thoma, Cressey, Rauner V L.P.,
which, in turn, is the general partner of GTCR Fund V L.P. GTCR Inc. is
also the general partner in GTCR Associates V. Messrs. Rauner and
Edwards disclaim the beneficial ownership of the shares held by such
entities (except to the extent of their respective proportionate
ownership interests therein).

The following sets forth information about each nominee for election as
a director of the Corporation:

Harvey A. Shapiro has been Chairman of the Corporation since September
2000 and President and Chief Executive Officer since May 1997. From April 1992
to May 1997, Mr. Shapiro was President and Chief Operating Officer of the
Corporation and, from 1987 to April 1992, was Executive Vice President of the
Corporation, including its predecessor company. Before that, Mr. Shapiro was a
partner with the law firm of Goodman and Carr LLP, Toronto.

Donald J. Edwards has been a director since May 1997. Mr. Edwards is a
Principal at GTCR Golder Rauner, LLC, a private equity investment company in
Chicago, Illinois, formed in 1998 as a successor entity to Golder, Thoma,
Cressey, Rauner, Inc., the general partner of the general partner of Golder,
Thoma, Cressey, Rauner Fund V, LP, which he joined in 1994.

Albert J. Latner is a developer, owner and operator of real estate
projects. Mr. Latner has been Chairman Emeritus of the Corporation since
November 2000, and was Chairman of the Board from the time of formation of the
Corporation, including its predecessor company, in 1987 until September 2000.
From 1987 to May 1997, Mr Latner was Chief Executive Officer of the Corporation,
including its predecessor company.

Bruce V. Rauner is a Principal at GTCR Golder Rauner, LLC, a private
equity investment company in Chicago, Illinois, formed in 1998 as a successor
entity to Golder, Thoma, Cressey, Rauner, Inc., the general partner of the
general partner of Golder, Thoma, Cressey, Rauner Fund V, LP, which he joined in
1980.

Dino Chiesa is the President and Chief Executive Officer of Residential
Equities Real Estate Investment Trust, a Canadian Real Estate Investment Trust,
a position he has held since April 1999. Prior to his position at Residential
Real Estate Investment Trust, Mr. Chiesa was Assistant Deputy Minister at the
Ontario Ministry of Municipal Affairs and Housing and Chief Executive Officer of
the Ontario Housing Corporation and the Ontario Mortgage Corporation from
December 1995 to March 1999.

William T. Brock began his career with the Toronto-Dominion Bank,
Canada in 1963 where he served in a variety of positions including Executive
Vice President, Credit Division, Vice Chairman, Credit Division, Vice Chairman,
Risk Management and finally Deputy Chairman from 1997 until his retirement in
January 2000.

Thomas Edward Long is a partner in the Toronto office of The Monitor
Group, a global strategy consulting firm based in Cambridge, Massachusetts.
Prior to joining The Monitor Group, Mr. Long was a partner with Egon Zehnder
International Inc., a leading international executive search firm. Mr. Long is
also a lawyer having been called to the bar in 1984.

Paul Bellamy has been Chief Executive Officer and a member of the Board
of Directors of Esquire Communications, a professional services company since
December 13, 1999. From October 1992 to May 1995, Mr. Bellamy was Chief
Executive Officer and President, Chief Financial Officer, a member of the Board
of Directors, and consultant, to Nichols Institute, Inc., a medical diagnostics
and services company. From October 1995 to February 1998, Mr. Bellamy was Chief
Financial Officer of Davis Vision, Inc., an eye care HMO and optical retail
company. From March 1998 to March 1999, Mr. Bellamy was President and Chief
Operating Officer, Chief Financial Officer, and a member of the Board of
Directors, of Graham Field, Inc., a medical home health care and surgical
products manufacturer. From April 1999 to December 1999, Mr. Bellamy was an
independent consultant. During November and December 1999, Mr. Bellamy was a
consultant to the Board of Directors of Esquire Communications.

Robert J. Lipsig is the Chairman and Chief Executive Officer of RJL
Private Investments, a firm founded in 1995. RJL Private Investments consults
with and invests in privately held corporations. From 1985 until his retirement
in 1994, Mr. Lipsig was Chairman and Chief Executive Officer of Ero Industries,
a Chicago, Illinois NASDAQ listed firm involved in the children's consumer
products industry.

EXECUTIVE OFFICERS OF THE CORPORATION

The following sets forth information about the Corporation's executive
officers who are not also directors of the Corporation:

Osama I. Sherif has been Executive Vice President with responsibility
for developing new joint ventures with hospitals and other business
opportunities since 1997. Since May 2000, Mr. Sherif has also served as the
Chief Operating Officer of the Corporation. Mr. Sherif originally joined the
Corporation as Senior Vice-President in June 1990. Previously, Mr. Sherif, as a
partner with Ernst & Young, Management Consultants, provided management services
to the healthcare industry. Mr. Sherif is 52 years old.

Zbig S. Biskup, C.A. has been Executive Vice-President and Secretary of
the Corporation since November 22, 2000, and the Chief Financial Officer since
February 1993. Prior to February 1993, Mr. Biskup was a partner with Ernst &
Young, Chartered Accountants. Mr. Biskup is 49 years old.

EXECUTIVE COMPENSATION

The following table sets forth, for each of the three most recently
completed fiscal years of the Corporation, information concerning the
compensation earned by: (i) the Chief Executive Officer of the Corporation; (ii)
each other executive officer of the Corporation, other than the Chief Executive
Officer, who was serving as an executive officer as at December 31, 2000; and
(iii) each other person who would have been one of the four most highly
compensated executive officers of the Corporation, other than the Chief
Executive Officer, during the most recently completed fiscal year but for the
fact that such person was not serving as an officer of the Corporation as at
December 31, 2000 (collectively, the "Named Executive Officers"). As indicated
above, unless otherwise stated herein, all monetary figures in this Information
Circular and Proxy Statement are stated in United States dollars, the reporting
currency of the Corporation.

Summary Compensation Table

Long-Term
Compensation
Annual Compensation (1) Awards
----------------------- ------

Name and Fiscal Other Annual Securities Under All Other
Principal Position Year Salary Bonus(2) Compensation Options Granted Compensation
- ------------------ ---- ------ -------- ------------ --------------- ------------

HARVEY A. SHAPIRO 2000 $418,436 -- $41,278(4) -- $790,472(5)
Chairman, President, Chief 1999 370,205 $186,425 41,318(4) -- 11,490
Executive Officer and 1998 336,713 168,275 39,735(4) -- 11,507
Director

OSAMA I. SHERIF 2000 $300,821 -- $37,789(4) -- $776,389(5)
Executive Vice-President and 1999 267,759 $63,176 39,613(4) -- 9,087
Chief Operating Officer 1998 262,899 91,878 41,484(4) -- 9,100

Long-Term
Compensation
Annual Compensation (1) Awards
----------------------- ------

ZBIG S. BISKUP 2000 $226,917 -- --(3) -- $594,379(5)
Executive Vice-President and 1999 226,565 $56,007 --(3) 34,635 9,881
Chief Financial Officer and 1998 222,453 77,743 --(3) -- 9,515
Secretary

ALBERT J. LATNER 2000 $255,255 -- --(3) -- $9,088
Director 1999 269,240 -- --(3) -- 9,087
1998 269,640 -- --(3) -- 9,100

MICHAEL E. LATNER (6) 2000 $241,009 -- --(3) -- $822,571
1999 275,399 -- --(3) -- 9,087
1998 275,808 96,354 --(3) -- 9,100

- ----------------
(1) Any amounts paid to the Named Executive Officers in Canadian dollars
were converted into US dollars based on an average exchange rate of
Cdn$1.00=US$0.6732, Cdn$1.00=US$0.6731 and Cdn$1.00=US$0.6741 for the
years ended December 31, 2000, 1999 and 1998, respectively.

(2) Bonus amounts represent amounts earned during the year.

(3) Amount was less than the lesser of Cdn$50,000 and 10% of each executive
officer's salary and bonus for the fiscal year.

(4) Amount consists of imputed interest benefit on loans and car
allowances.

(5) Amount includes: (i) $781,384, $767,301 and $585,291 paid to Harvey A.
Shapiro, Osama I. Sherif and Zbig S. Biskup, respectively, which
enabled each of them to repay in full outstanding loans made to them by
the Corporation and associated taxes which became due as a result. See
"Interest of Insiders in Material Transactions"; and (ii) contributions
made to the Registered Retirement Savings Plan on behalf of each
executive.

(6) Michael E. Latner retired from his position as an executive officer of
the Corporation on November 22, 2000. Upon his retirement, Michael E.
Latner received a termination payment in the amount of $813,483, which
is reflected under the column "All Other Compensation". See "Interest
of Insiders in Material Transactions".

Stock Option Plans

The Corporation established a Stock Option Incentive Plan on June 12,
1997, that was amended and restated on November 22, 2000 (the "Incentive Plan"),
which provides for the grant of stock options to the Corporation's employees,
directors, officers, contractors and service providers. As at April 18, 2001,
stock options to purchase 1,454,670 Common Shares were outstanding under the
Incentive Plan, of which options to purchase 1,420,035 Common Shares were
exercisable at the stated exercise price of Cdn $9.31 and options to purchase
34,635 Common Shares were exercisable at the stated exercise price of Cdn
$12.27.

The Corporation created its Employee Stock Option Plan on August 14,
1998, that was amended and restated on November 22, 2000 (the "Employee Plan"),
pursuant to which options to purchase Common Shares may be granted from time to
time to the Corporation's directors, officers, employees (or directors, officers
and employees of its affiliated entities) and other specified individuals. At
April 18, 2001, stock options to purchase 780,977 Common Shares were outstanding

under the Employee Plan, of which 481,400 are exercisable at a stated exercise
price of $9 1/8, and the balance of 299,577 are exercisable at stated exercise
prices ranging between Cdn $9.31 and Cdn $17.32. The outstanding stock options
expire approximately seven years from the grant date. Generally, the options
vest as to 20% each year on the anniversary date of the grant. The Employee Plan
also provides for an acceleration of the vesting periods and the exercise of the
option if an optionee's employment is terminated upon the sale of the
Corporation to a third party or because of death, permanent disability or
retirement, subject to the terms of the Employee Plan.

The number of common shares which may be issued pursuant to the
Incentive Plan and the Employee Plan is limited, in the aggregate, to 2,909,340
Common Shares.

The following table sets out, for each of the Named Executive Officers,
the information with respect to the individual exercises of stock options during
the most recently completed fiscal year of the Corporation and the aggregate
number of outstanding options to purchase Common Shares held by each of the
Named Executive Officers as at December 31, 2000, together with the value of
such options at that date. The aggregate number of shares purchasable pursuant
to options that were vested as at December 31, 2000, for each of the Named
Executive Officers is also set forth in the table. Amounts reported under "Value
of Unexercised in-the-money Options at December 31, 2000" represent the
difference between: (i) the market value as at December 29, 2000, the last
business day of the year, of the Common Shares for which vested options were
owned having an exercise price less than such market value; and (ii) the
exercise price of such options. The closing trading price of a Common Share on
The Toronto Stock Exchange and on the Nasdaq National Market on December 29,
2000, was Cdn $17.00 and $10 7/8, respectively.

Aggregated Option Exercises During the Most Recently Completed Fiscal Year
and Fiscal Year-End Option Values

Value of Unexercised
Unexercised Options in-the-money Options at
Securities Aggregate at December 31, 2000 December 31, 2000
Acquired on Value -------------------- -----------------
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
-------- -------- ----------- ------------- ----------- -------------
Name (#) ($) (#) (#) ($) ($)
- ----

HARVEY A. SHAPIRO -- -- 467,572 - $2,397,452 -
Chairman, President,
Chief Executive Officer
and Director

OSAMA I. SHERIF -- -- 311,715 - $1,598,303 -
Executive Vice-President
and Chief Operating
Officer

ZBIG S. BISKUP -- -- 259,763 - $1,263,565 -
Executive
Vice-President, Chief
Financial Officer and
Secretary

ALBERT J. LATNER -- -- 207,810 - $1,065,535 -
Director

MICHAEL E. LATNER(1) -- -- 207,810 - $1,065,535 -

- --------------------
(1) Michael E. Latner retired from his position as an executive officer of
the Corporation on November 22, 2000.

Corporate Governance Committee and Compensation Committee Interlocks and Insider
Participation

With the exception of Albert J. Latner, no current member of the
Corporate Governance Committee or the Compensation Committee is a present or
former officer or employee of the Corporation or any of its subsidiaries. Donald
J. Edwards had a relationship with the Corporation which is described in the
"Interests of Insiders in Material Transactions" section. See the "Corporate
Governance Practices" section for a more detailed discussion of the Board of
Directors and the committee thereof.

Employment Agreements

The Corporation entered into employment agreements with each of Harvey
A. Shapiro, Osama I. Sherif and Zbig S. Biskup which were effective upon the
closing of the Corporation's initial public offering of Common Shares on
November 22, 2000. Each employment agreement has a three-year term. Upon
termination of employment by the Corporation without cause, or termination by
the employee for good reason or non-renewal of the term, Mr. Shapiro will be
entitled to a termination fee of $2,000,000, continuing benefits for a period of
up to three years and all stock options will vest and any restrictions on
restricted stock will lapse. A termination for good reason for Mr. Shapiro will
include the expiration of a period of one year following a Change In Control (as
defined in this employment agreement) of the Corporation. Upon termination of
employment by the Corporation without cause or termination by the employee for
good reason or non-renewal of the term, each of Mr. Sherif and Mr. Biskup will
be entitled to a payment of 18 months' base salary and one and a half times his
average annual bonus, continuing benefits for a period of 18 months and all
stock options will vest and any restrictions on restricted stock will lapse.

Each employment agreement provides for a base salary ($600,000 in the
case of Mr. Shapiro, $420,000 in the case of Mr. Sherif and $350,000 in the case
of Mr. Biskup), subject to annual increases not less than 5% and an annual bonus
with a target incentive opportunity of 100% of base salary in the case of Mr.
Shapiro and 50% of base salary in the case of Mr. Sherif and Mr. Biskup. The
bonuses will be payable 75% in cash and 25% by the issuance of Common Shares of
the Corporation. The agreements include confidentiality provisions and an
agreement to not compete with the Corporation's business or solicit its
customers or employees for a two-year period following termination of
employment.

The Corporation also entered into an employment agreement with Albert
J. Latner employing him as Chairman Emeritus which became effective upon the
closing of the Corporation's initial public offering of Common Shares on
November 22, 2000 and provides for a payment of $100,000 per year (including
director's fees) for a two-year term. This agreement also provides for the
continuation of his health and medical benefits and the use of an office and
administrative assistant. Upon termination of this agreement for any reason
other than for cause, by the voluntary termination of Mr. Latner or as a result
of death or permanent disability, Mr. Latner will receive the compensation and
benefits described above for the remainder of the term of the agreement. This
agreement includes confidentiality provisions and an agreement to not compete

with the Corporation's business or solicit its customers for a two year period
following termination of employment.

REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is responsible for
making recommendations for approval by the Board of Directors with respect to
remuneration of executives of the Corporation, including the President and Chief
Executive Officer of the Corporation, senior officers and senior management of
the Corporation and its principal subsidiaries. The Compensation Committee was
established on November 22, 2000 in connection with the Corporation's initial
public offering of Common Shares. The Compensation Committee is currently
composed of Albert J. Latner, Donald J. Edwards, Thomas Edward Long and Robert
J. Lipsig.

The Compensation Committee will review and determine all elements of
the executive officers' compensation on an annual basis and will adjust such
compensation in appropriate cases. Although the Compensation Committee has only
recently been established and has not had any meetings, the Board of Directors
has established a mandate for such committee and anticipates that such committee
will develop an executive compensation philosophy and policies consistent with
its mandate.

Chief Executive Officer's Compensation

Harvey A. Shapiro serves as the Corporation's Chairman, President and
Chief Executive Officer. In connection with the Corporation's initial public
offering which was completed in November 2000, the Corporation entered into an
employment agreement with Harvey A. Shapiro, which agreement is described above
and which was approved by the Board of Directors of the Corporation. The
Compensation Committee established by the Board of Directors after this
agreement was entered into between the Corporation and Harvey A. Shapiro, will
review his compensation on an annual basis taking into consideration his
performance, his contributions to the Corporation's success and competitive
industry pay practices. For the fiscal year ended December 31, 2000, Mr. Shapiro
did not earn a bonus.

Shareholder return Performance Graph

Set forth below is a line graph comparing the percentage change in the
cumulative total shareholder return on the Corporation's Common Shares for the
period November 17, 2000 (initial market trade date) to December 29, 2000,
compared with the cumulative return of the Standard & Poor 500 Healthcare Index
and the Standard & Poor Midcap Healthcare Sector Index. The graph assumes an
investment of $100 on November 17, 2000, in the Corporation's Common Shares and
the indices chosen.

- ------------------------------------------------------------ ----------------------------- ---------------------------

November 17, 2000 December 29, 2000
(US$ (US$)
- ------------------------------------------------------------ ----------------------------- ---------------------------

Dynacare Inc. 100.00 108.750
- ------------------------------------------------------------ ----------------------------- ---------------------------

Standard & Poor 500 Healthcare Index 100.00 106.431
- ------------------------------------------------------------ ----------------------------- ---------------------------

Standard & Poor Midcap Healthcare Sector Index 100.00 108.768
- ------------------------------------------------------------ ----------------------------- ---------------------------

COMPENSATION OF DIRECTORS AND OFFICERS

Each of the directors (other than Albert J. Latner) who is not also an
employee of the Corporation is entitled to receive a fee for serving as a
director, a fee for serving as a member of each board committee on which the
director serves and a fee for attending each board or committee meeting. For
serving on the Board of Directors of the Corporation, each director receives an
annual fee of $20,000 and an additional fee of $1,000 for each meeting of the
Board of Directors at which the director is in attendance. Directors serving as
members of committees of the Corporation receive an annual fee of $1,000 and a
fee of $250 for each meeting of any committee of which the director is in
attendance. In addition, a director serving as chairman of any committee
receives an additional annual fee of $1,000 and an additional fee of $250 for
each meeting in which the chairman is in attendance. The Corporation's directors
are also eligible to participate in the Corporation's stock option plans and are
entitled to be reimbursed for out-of-pocket expenses incurred in attending board
and committee meetings.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Corporation is governed by the Business Corporations Act (Ontario)
(the "OBCA"). The Corporation's by-laws provide that it will indemnify each of
its directors and officers, current or otherwise, to the fullest extent
permitted by the OBCA, against all costs, charges and expenses, and including
any amount paid to settle an action or satisfy a judgment, reasonably incurred
by a particular director or officer in connection with any civil, criminal or
administrative action or proceeding to which he is made party by reason of being
or having been a director or officer if:

(a) the director or officer acted honestly and in good faith with
a view to the best interests of the Corporation; and

(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the
director or officer had reasonable grounds for believing that
his conduct was lawful.

The Corporation's by-laws provide that none of its directors or
officers will be liable for: (i) the acts, receipts, neglects or defaults of any
other director or officer or employee; (ii) any loss, damage or expense
happening to the Corporation through the insufficiency or deficiency of any
security in or upon which any of the Corporation's monies shall be invested;
(iii) any loss or damage arising from the bankruptcy, insolvency or tortious
acts of any person with whom any of the Corporation's monies, securities or
effects will be deposited; (iv) any loss occasioned by any error or judgment or
oversight on a director's or officer's part; or (v) any other loss, damage or
misfortune which might happen in the execution of a director's or officer's
duties. This does not relieve any director or officer from their duties under
the OBCA or from liability for any breach of the OBCA.

The OBCA provides that every director and officer in connection with
their duties shall:

(a) act honestly and in good faith with a view to the best
interests of the Corporation; and

(b) exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances.

In addition, the OBCA provides that every director and officer will
comply with the OBCA, its regulations and the articles and by-laws of the
Corporation. Subject to limited exceptions, the OBCA also provides that no
provision in a contract, the articles, the by-laws of the Corporation or a
resolution, relieves a director or officer from the duty to act in accordance

with the OBCA and its regulations or relieves them from liability under the
OBCA.

The Corporation has obtained insurance which insures its directors and
officers against specified losses and which insures the Corporation against
specific obligations to indemnify its directors and officers. The annual
insurance premium for this coverage is $117,474.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

The following table sets forth indebtedness of directors, executive officers and
senior officers of the Corporation for indebtedness not entered into in
connection with the purchase of securities of the Corporation or any of its
subsidiaries.

Largest Amount Outstanding
During the Fiscal Year Ended Amount Outstanding as at
Name and Principal Position Legal Entity December 31, 2000 April 18, 2001
- --------------------------- ------------ ----------------- --------------

OSAMA I. SHERIF, Dynacare Inc. $36,356 $36,356(1)
Executive Vice-President and
Chief Operating Officer

- --------------------
(1) This indebtedness is non-interest bearing, contains no fixed repayment
terms and is payable on demand.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

During the year ended December 31, 2000, the Corporation was a foreign
private issuer for purposes of the United States securities laws. As a result,
during that year, none of its directors, officers or 10% shareholders were
required to make any filings under Section 16(a) of the United States Securities
Exchange Act of 1934, as amended, with respect to the securities of the
Corporation.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

The Corporation's Board of Directors reviews transactions proposed to
be entered into between the Corporation and any insider of the Corporation or
any of its affiliates or associates, and no such transaction is to be entered
into unless it has been approved by the Board of Directors. From time to time,
the Corporation lends money to directors and officers on terms approved by the
Board of Directors.

Under previous employment agreements, the Corporation provided
interest-free housing loans of $406,320 to Mr. Shapiro, $398,996 to Mr. Sherif
and $304,351 to Mr. Biskup. Subsequent to the closing of the Corporation's
initial public offering, the Corporation made a payment to each of these
officers to enable them to repay in full these loans and associated taxes which
became due as a result.

The Corporation entered into a termination agreement dated as of
November 22, 2000 terminating the employment of Mr. Michael Latner as Executive
Vice President, Chief Operating Officer and Secretary of Canadian Operations.
Under such agreement, Mr. Michael Latner received a termination payment in the
amount of $813,483 and he released the Corporation from all claims arising out
of his employment and his existing employment agreement. The termination
agreement includes confidentiality provisions and an agreement to not compete
with the Corporation's business or solicit its customers for a two-year period
following the date of the agreement.

The Corporation entered into a contract services agreement with Golder,
Thoma, Cressey, Rauner, Inc. ("GTCR Inc."), under which GTCR Inc. agreed to
provide, for a five-year period commencing May 14, 1997, strategic investment,
financial planning, contract procurement and other advice to the Corporation in
relation to its operations, investments and financing opportunities in the
United States. This agreement was terminated upon the closing of the
Corporation's initial public offering. Prior to the termination, GTCR Inc. was
entitled to annual compensation of Cdn$400,000 for its services under this
agreement. The contract services agreement contained confidentiality provisions
binding on GTCR Inc. In addition, the Corporation agreed to indemnify GTCR Inc.
in certain circumstances, which indemnification continues after termination of
the agreement.

For the years ended December 31, 2000, 1999 and 1998, consulting fees
charged to the Corporation by Shareholders were $600,863, $749,233 and $749,233,
respectively. These arrangements, which included the contract services agreement
with GTCR Inc. were terminated upon completion of the Corporation's initial
public offering in November 2000.

The Corporation's offices in Toronto, Ontario, comprise approximately
14,780 square feet of high rise office building located at 20 Eglinton Avenue
West. One of the Corporation's significant Shareholders, the Latner Group, has
an indirect minority interest in the entity that owns this office building.
Effective November 1, 1997, one of the Corporation's subsidiaries entered into a
lease agreement for this property for a term expiring October 31, 2002, at a net
rental of Cdn$2.00 per square foot for the first three years and Cdn$3.00 per
square foot thereafter. The gross rental costs for the premises for the year
ended December 31, 2000, was approximately Cdn$266,350. The Corporation believes
that this approximated the market rate for similar property at the time of
execution of the lease.

CORPORATE GOVERNANCE PRACTICES

In 1994, The Toronto Stock Exchange Committee on Corporate Governance
in Canada issued a series of proposed guidelines for effective corporate
governance (the "TSE Guidelines"). The TSE Guidelines address matters such as
the constitution and independence of corporate boards, the functions to be
performed by boards and their committees and the effectiveness and education of
board members. The Toronto Stock Exchange has adopted as a listing requirement
the disclosure by each listed corporation, on an annual basis, of its approach
to corporate governance with reference to the TSE Guidelines.

The Corporation's current approach to the governance issues addressed
in the TSE Guidelines is described below.

The Board currently consists of nine directors. The Board has
implemented action to review the appropriate composition of the Board and the
manner of selecting directors to ensure that there is an appropriate mix of
business, technical, commercial, and financial experience maintained relative to
the current activities of the Corporation. The Board and the Compensation
Committee of the Board will consider the remuneration paid by the Corporation to
its directors to ensure that the amounts are both sufficient and competitive
with remuneration paid to directors of comparable corporations.

The TSE Guidelines provides that an unrelated director is "a director
who is independent of management and is free from any interest and any business
or other relationship which could, or could reasonably be perceived to,
materially interfere with the director's ability to act with a view to the best
interests of the corporation, other than interests and relationships arising
from shareholding." In defining an unrelated director, the TSE Guidelines
emphasizes the ability of a director to exercise objective and independent
judgement.

The Board has considered the relationship of each of the directors to
the Corporation. Of the directors currently in office who have been proposed for
election, the Board has concluded that seven directors are unrelated to the
Corporation, within the meaning of the TSE Guidelines. The Corporation had
entered into transactions with Mr. Shapiro, Mr. Latner, Mr. Edwards and Mr.
Rauner or entities with which they have relationships which were terminated in
connection with the initial public offering of the Corporation. The Board has
considered and believes that the terms of these transactions were on terms no
less favourable to the Corporation than could be obtained in a transaction with
an independent third party. None of the other directors with the exception of
Mr. Shapiro and Mr. Albert J. Latner has any relationship with the Corporation
other than as a director or shareholder.

Mandates of the Board

The mandate of the Board of Directors is to manage or supervise the
management of the business and affairs of the Corporation and to act with a view
to the best interests of the Corporation.

Committees of the Board

The Corporation's Board of Directors does not have an Executive
Committee. In connection with the Corporation's initial public offering in
November 2000, the Board established three committees of the Board and gave each
committee the responsibility to provide initial, in-depth consideration to
various matters falling within the Board's mandate. None of the committees has
decision-making authority, but rather each committee considers the issues within
its mandate and makes recommendations to the full Board. The members of each
committee are set out below:

Corporate
Board Member Audit Compensation Governance
------------ ----- ------------ ----------

HARVEY A. SHAPIRO*
DONALD J. EDWARDS T T
ALBERT J. LATNER T T
BRUCE V. RAUNER
DINO CHIESA T
WILLIAM T. BROCK T T
THOMAS EDWARD LONG T T
PAUL BELLAMY T T
ROBERT J. LIPSIG T
* Chairman of the Board of Directors

During fiscal 2000, the Corporation was only a public company for
approximately one month and, accordingly, there were no meetings of any
committee of the Board of Directors. The Board of Directors, as it was then
constituted, met twice in the ordinary course of business and approved by
unanimous written consent matters relating to such other business and the
initial public offering in 2000. All then incumbent directors attended at least
75% of the meetings of the Board of Directors held in 2000.

Audit Committee

The Audit Committee, consisting of William T. Brock, Dino Chiesa,
Thomas Edward Long and Paul Bellamy, assists the Board of Directors in
fulfilling its responsibility to oversee management's conduct of the
Corporation's financial reporting process, including the selection of the
Corporation's outside auditors and the review of the financial reports and other
financial information provided by the Corporation to any governmental or
regulatory body, the public or other users thereof, the Corporation's systems of
internal accounting and financial controls and compliance programs, and the
annual independent audit of the Corporation's financial statements.

The Audit Committee was formed in November 2000 in connection with the
Corporation's initial public offering and, accordingly, did not have any
meetings during the last fiscal year. The first Audit Committee meeting was held
on March 6, 2001. The Board of Directors has adopted a charter for the Audit
Committee, which is attached as Appendix A to this Information Circular and
Proxy Statement. All members of the Audit Committee are "independent" under the
rules of the Nasdaq National Market currently applicable to the Corporation.

The Membership of the Audit Committee also complies with the TSE
Guidelines which are described above.

In 1997, the Corporation adopted and implemented a comprehensive,
company-wide corporate compliance program in the United States. Its objective
was to educate and train employees to ensure the observance of all applicable
laws, regulations and general corporate policies. This program was structured
following the guidance of the Office of the Inspector General and includes a
full-time compliance officer, an ethics and business code of conduct, employee
education and training programs, and internal auditing and monitoring programs.
The Audit Committee has responsibility for overseeing the Corporation's
compliance program.

The information contained in this Information Circular and Proxy
Statement with respect to the Audit Committee charter and the independence of
the members of the Audit Committee shall not be deemed to be "soliciting
material" or to be "filed" with the United States Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the United States Securities Act of 1933, as amended, or the
United States Securities Exchange Act of 1934, as amended, except to the extent
that the Corporation specifically incorporates it by reference in such filing.

Compensation Committee

The Compensation Committee is composed of unrelated directors, within
the meaning of the TSE Guidelines. The Board of Directors has given the
Compensation Committee the mandate to, among other things, endeavour to ensure
that senior executives are effectively compensated and to make recommendations
to the full Board in respect of the Corporation's compensation program as a
whole, including the remuneration of the executive officers and the granting of
stock options to all employees and directors.

Corporate Governance Committee

The Corporate Governance Committee is composed of unrelated directors,
within the meaning of the TSE Guidelines. The Board of Directors has given the
Corporate Governance Committee the mandate to, among other things, develop the
Corporation's approach to corporate governance and to make recommendations to
the full Board concerning the following:

o effectiveness of the systems of governance;

o size and composition of the Board;

o suitable candidates for nomination as directors; and

o mandate of each committee of the Board.

The Corporate Governance Committee will have the authority to approve
any director requests to engage an outside advisor at the Corporation's expense.
The Corporate Governance Committee will also serve as a nominating committee and
will consider nominees for the Board recommended by shareholders, management or
other directors.

Audit Committee Report

The following is the report of the Corporation's Audit Committee with
respect to the Corporation's audited consolidated financial statements for the
fiscal year ended December 31, 2000.

Review with Management.
- -----------------------

The Committee has reviewed and discussed the Corporation's audited
consolidated financial statements with management.

Review and Discussions with Independent Auditors.
- -------------------------------------------------

The Committee has discussed with Ernst & Young LLP, the Corporation's
independent auditors, the matters required to be discussed by SAS 61
(Communications with Audit Committees) regarding the auditor's judgments about
the quality of the Corporation's accounting principles as applied in its
financial reporting.

The Committee has also received written disclosures and the letter from
Ernst & Young LLP required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and has discussed with Ernst &
Young LLP their independence.

Conclusion.
- ----------

Based on the review and discussions referred to above, the Committee
recommended to the Corporation's board of directors that its audited
consolidated financial statements be included in the Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000, for filing with the
United States Securities and Exchange Commission and the Ontario Securities
Commission.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

WILLIAM T. BROCK, DINO CHIESA, THOMAS EDWARD LONG
and PAUL BELLAMY.

The information contained in the foregoing report shall not be deemed
to be "soliciting material" or to be "filed" with the United States Securities
and Exchange Commission, nor shall such information be incorporated by reference
into any future filing under the United States Securities Act of 1933, as
amended, or the United States Securities Exchange Act of 1934, as amended,
except to the extent that the Corporation specifically incorporates it by
reference in such filing.

Audit and Other Fees

For the year ended December 31, 2000, the Corporation paid Ernst &
Young LLP, its independent auditors, the following fees for audit and non-audit
services, respectively:

Audit Fees(1)............................... $343,400

Other Fees (2) ............................. $353,000

All Other Fees(3)........................... $221,000
-------

$917,400
========

- ---------

(1) Includes the Corporation's share of fees for partnership audits.
(2) Review work performed in connection with the Corporation's registration
statements with the United States Securities and Exchange Commission.
(3) Represents fees for tax compliance and tax planning services.

Auditor Independence

The Corporation was not charged any fees by Ernst & Young LLP related
to financial information systems design and implementation or any other fees for
the fiscal year ended December 31, 2000.

APPOINTMENT AND REMUNERATION OF AUDITOR

Unless such authority is withheld, the persons named in the enclosed
form of proxy intend to vote FOR the appointment of the firm of Ernst & Young
LLP as the auditors of the Corporation to hold office until the next annual
meeting of the Shareholders of the Corporation, or until their successors are
appointed, and authorizing the Board of Directors to fix the remuneration to be
paid to the auditors. Ernst & Young LLP was first appointed the auditors of the
Corporation, or its predecessors, on April 24, 1995.

A representative of Ernst & Young LLP is expected to be present at the
Meeting and will be given an opportunity to make a statement if he or she so
chooses and will be available to respond to appropriate questions.

Vote Required: The affirmative vote of the holders of a majority of the
outstanding Common Shares entitled to vote and represented in person or by proxy
at the Meeting is required for the appointment of the auditors and the
authorization of the directors to fix the remuneration to be paid to the
auditors.

The Board of Directors recommends a vote FOR the appointment of Ernst &
Young LLP as auditors of the Corporation for fiscal 2001 and the authorization
of the directors to fix the remuneration to be paid to the auditors.

FINANCIAL STATEMENTS AND AUDITORS' REPORT

The Annual Report on Form 10-K including the Corporation's audited
consolidated financial statements of the Corporation and the report of the
auditors to the Shareholders of the Corporation in respect of the fiscal year
ended December 31, 2000 will be placed before the Shareholders of the
Corporation at the Meeting, but no vote by the Shareholders with respect thereto
is required or proposed to be taken. A copy of these financial statements and
the auditors' report is included in the Corporation's Annual Report to
Shareholders, which is being mailed to the Corporation's Shareholders together
with this Information Circular and Proxy Statement.

AVAILABILITY OF CERTAIN DOCUMENTS

The Corporation will provide to any person, upon written request at any
time:

(i) one copy of the Annual Report (Annual Information Form) of the
Corporation filed on Form 10-K together with one copy of any
document, or the pertinent pages of any document, incorporated
by reference therein;

(ii) one copy of the comparative financial statements of the
Corporation for its most recently completed fiscal year
together with the accompanying report of the auditors and one
copy of any interim financial statements of the Corporation
that have been publicly disclosed subsequent to the financial
statements for its most recently completed fiscal year; and

(iii) one copy of the information circular and proxy statement of
the Corporation in respect of the most recent annual meeting
of shareholders which involved, among other agenda items, the
election of directors,

provided that the Corporation may require the payment of a reasonable charge if
the request is made by a person who is not a security holder of the Corporation,
or in connection with any request for the exhibits that have been filed with the
Corporation's annual report on Form 10-K. Written requests for a copy of the
above-noted documents should be directed to Dynacare Inc., 14900 Landmark
Boulevard, Suite 200, Dallas, Texas 75240, attention: Zbig S. Biskup, Executive
Vice President and Chief Financial Officer and Secretary.

PROPOSALS BY SHAREHOLDERS

Proposals that Shareholders wish to include in the Corporation's
information circular and proxy statement and form of proxy for presentation at
the Corporation's 2002 Annual Meeting of Shareholders must be received by the
Corporation at its principal executive offices no later than December 29, 2001.
Any such proposal must be in accordance with the rules and regulations of the
United States Securities and Exchange Commission. With respect to proposals
submitted by a Shareholder other than for inclusion in the Corporation's 2002
information circular and proxy statement and related form of proxy, timely
notice of any such proposal must be received by the Corporation in accordance
with the by-laws and the rules and regulations of the Corporation no later than
December 29, 2001. Any proxies solicited by the Board of Directors for the 2002
Annual Meeting may confer discretionary authority to vote on any proposals
notice of which is not timely received.

APPROVAL

The Board of Directors of the Corporation has approved the contents and
the sending of this Information Circular and Proxy Statement to the Shareholders
of the Corporation.

DATED at Toronto, Ontario, this 18th day of April, 2001.

HARVEY A. SHAPIRO
Chairman, President
and Chief Executive Officer

APPENDIX A

DYNACARE INC. LOGO

AUDIT COMMITTEE CHARTER

Purpose

The directors of Dynacare Inc. (the "Corporation") hereby establish an Audit
Committee (the "Committee"). The primary purpose of the Committee is to assist
the Board of Directors (the "Board") in fulfilling its responsibility to oversee
management's conduct of the Corporation's financial reporting process, including
by overviewing the financial reports and other financial information provided by
the Corporation to any governmental or regulatory body, the public or other
users thereof, the Corporation's systems of internal accounting and financial
controls, and the annual independent audit of the Corporation's financial
statements and the Corporation's compliance and ethics programs as established
by management and the Board.

In discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities and personnel of the Corporation and the power to retain outside
counsel, auditors or other experts for this purpose. The Board and the Committee
are in place to represent the Corporation's shareholders; accordingly, the
outside auditor is ultimately accountable to the Board and the Committee.

The Committee shall review the adequacy of this Charter on an annual basis.

Membership

The Committee shall be comprised of not less than three members of the Board,
and the Committee's composition will meet the requirements of the Audit
Committee Policy of the NASD.

Accordingly, all of the members will be directors:

1. who have no relationship to the Corporation that may interfere
with the exercise of their independence from management and
the Corporation; and

2. who are financially literate or who become financially
literate within a reasonable period of time after appointment
to the Committee.

In addition, at least one member of the Committee will have accounting or
related financial management expertise.

Key Responsibilities

The Committee's job is one of oversight and it recognizes that the Corporation's
management is responsible for preparing the Corporation's financial statements
and that the outside auditors are responsible for auditing those financial
statements. Additionally, the Committee recognizes that financial management, as
well as the outside auditors, have more time, knowledge and more detailed
information on the Corporation than do Committee members; consequently, in
carrying out its oversight responsibilities, the Committee is not providing any

expert or special assurance as to the Corporation's financial statements or any
professional certification as to the outside auditor's work.

The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.

o The Committee shall review with management and the outside
auditors the audited financial statements to be included in
the corporation's Annual Report on Form 10-K and review and
consider with the outside auditors the matters required to be
discussed by Statement of Auditing Standards ("SAS") No. 61.

o As a whole, or through the Committee chair, the Committee
shall review with the outside auditors the Corporation's
interim financial results to be included in the Corporation's
quarterly reports to be filed with Securities and Exchange
Commission and the matters required to be discussed by SAS No.
61; this review will occur prior to the Corporation's filing
of the Form 10-Q.

o The Committee shall discuss with management and the outside
auditors the quality and adequacy of the Corporation's
internal controls.

o The Committee shall:

- request from the outside auditors annually, a formal
written statement delineating all relationships
between the auditor and the Corporation's consistent
with Independence Standards Board Standard Number 1;

- discuss with the outside auditors any such disclosed
relationships and their impact on the outside
auditor's independence; and

- recommend that the Board take appropriate action to
oversee the independence of the outside auditor.

o The Committee, subject to any action that may be taken by the
full Board, shall have the ultimate authority and
responsibility to select or nominate for shareholder approval,
evaluate and, where appropriate, replace the outside auditor.

o The Committee shall discuss with management the adequacy and
quality of the Corporation's compliance programs and the
Corporation's adherence to all applicable laws, regulations
and general corporate policies.

DYNACARE INC. LOGO

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON June 26, 2001

PROXY FOR HOLDERS OF COMMON SHARES SOLICITED ON BEHALF OF
MANAGEMENT AND THE BOARD OF DIRECTORS

The undersigned shareholder of Dynacare Inc. (the "Corporation") hereby appoints
HARVEY A. SHAPIRO, or failing him, ZBIG S. BISKUP, or instead of either of them,
___________________________________ as proxy for the undersigned with full power
of substitution, to attend and act for and on behalf of the undersigned at the
annual meeting (the "Meeting") of shareholders of the Corporation to be held on
June 26, 2001 at 10:00 a.m. (local time in Dallas, Texas) at Hotel
Intercontinental Dallas, Spectrum Room, 15201 Dallas Parkway, Dallas, Texas,
U.S.A. 75248, and at any adjournments thereof, and to vote, as directed below,
all Common Shares in the capital of the Corporation which the undersigned would
be entitled to vote if then personally present:

1. Election of directors named in the management information
circular and proxy statement of the Corporation dated April
27, 2001:

01 - PAUL BELLAMY 04 - DONALD J. EDWARDS 07 - THOMAS EDWARD LONG
02 - WILLIAM T. BROCK 05 - ALBERT J. LATNER 08 - BRUCE V. RAUNER
03 - DINO CHIESA 06 - ROBERT J. LIPSIG 09 - HARVEY A. SHAPIRO

Mark "x" for only one box:
--------------------------

Vote FOR all nominees [ ]
WITHHOLD from voting for all nominees [ ]
WITHHOLD vote for specified nominee(s) [ ]*

* Write number(s) of nominee(s) below in respect of whom the
undersigned has withheld his or her vote - USE NUMBER
ONLY. The Common Shares represented by this proxy will be
voted FOR all other nominees referred to above.

---------------------------------------------------------

2. Appointment of Ernst & Young LLP, Chartered Accountants, as
auditors of the Corporation and authorizing the directors to
fix the remuneration of the auditors:

Vote FOR [ ]
WITHHOLD from voting [ ]

3. In his or her discretion, with respect to any amendments or
variations to the matters herein before specified, or on such
further or other business as may properly come before the
Meeting or any adjournments thereof.

The proxy named above will vote or withhold from voting the shares in respect of
which he or she is appointed on any ballot that may be called for in accordance
with the direction of the shareholder appointing him or her. In the absence of
such direction, such shares will be voted "FOR" the resolutions specified in
paragraphs (1) and (2) above on any ballot that may be called for.

The undersigned hereby ratifies and confirms all that the said proxy may do by
virtue hereof, granting to the said proxy full power and authority to act for
and in the name of the undersigned at the said Meeting or at any adjournments
thereof, and hereby revokes any proxy or proxies heretofore given to vote,
attend or act with respect to the said shares.

This proxy is solicited on behalf of management and the Board of Directors and
the shares represented by this proxy will be voted or withheld from being voted,
as stated above, in accordance with the instructions of the undersigned on any
ballot that may be called for and, if the undersigned has specified a choice
with respect to any matter to be acted upon, the shares represented by this
proxy shall be voted accordingly at the Meeting and at any adjournments thereof.
The undersigned has the right to appoint a person to attend, vote and act for
and on his or her behalf at the Meeting or at any adjournments thereof other
than the persons named above and may exercise such right by inserting the name
of his or her nominee, who need not be a shareholder of the Corporation, in the
blank space provided above for the purpose, or by completing another proper form
of proxy.

The undersigned hereby acknowledges receipt of the Notice of Meeting dated April
27, 2001 and the accompanying management information circular and proxy
statement.

DATED the day of , 2001.
------------ ------------------------------

---------------------------------------------------------
Signature of Registered Shareholder or Authorized Signing
Officer

---------------------------------------------------------
Name of Registered Shareholder (Please print)

Please insert the date that the proxy is signed in the space provided. If the
date has not been inserted, this form of proxy is deemed to bear the date on
which it is mailed by the Corporation. Please sign exactly as your name appears
on your share certificates. If the shareholder is a corporation, this proxy must
be executed by an officer or attorney thereof duly authorized.

DYNACARE INC. LOGO

14900 Landmark Boulevard, Suite 200
Dallas, Texas 75240

EXPLANATION TO BENEFICIAL HOLDERS

Pursuant to Canadian securities legislation, reporting issuers, such as
Dynacare Inc. (the "Corporation"), are required to deliver interim financial
statements to their registered shareholders. A person who holds his or her
shares through a broker dealer is not considered to be a registered shareholder.
National Policy Statement No. 41, adopted by the Canadian Securities
Administrators, provides an exemption in respect of the requirement to deliver
interim financial statements provided that the Corporation files such statements
with the Ontario Securities Commission and with all stock exchanges upon which
securities of the Corporation are listed, and issues a press release with the
highlights of the information contained in such statements to the financial
press. The Corporation intends to utilize this exemption. The Corporation will,
however, continue to deliver interim financial statements to its registered
shareholders. The Corporation will also file quarterly reports with the United
States Securities and Exchange Commission as required pursuant to section 13 or
15(d) of the Securities and Exchange Act of 1934. Every beneficial holder
wishing to receive interim financial statements may place his or her name on a
Supplemental Mailing List for this purpose by completing this Supplemental
Mailing List Election Form and returning it to the address indicated below. Your
name will then be placed on the Supplemental Mailing List maintained by the
Corporation's Transfer Agent and Registrar, CIBC Mellon Trust Company. You will
receive an election form each year which, so long as your shares are held
through a broker dealer, you should complete and return each year in order to
continue receiving interim financial statements. If you have any questions about
this procedure, please call CIBC Mellon Trust Company at 1-800-387-0825 or (416)
643-5500.

SUPPLEMENTAL MAILING LIST ELECTION FORM

(To be completed and returned to CIBC Mellon Trust Company by those beneficial
holders who wish to be placed on the Supplemental Mailing List)

TO: DYNACARE INC.
c/o CIBC MELLON TRUST COMPANY
P.O. Box 7010
Adelaide Street Postal Station
Toronto, Ontario
M5C 2W9

The undersigned hereby authorizes and directs you to place his/her name on the
Supplemental Mailing List for the purpose of receiving delivery of all interim
financial statements of Dynacare Inc. for the fiscal year ending December 31,
2001.

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Signature of Beneficial Holder

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Name (please print)

------------------------------
Address (please print)

------------------------------