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

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:

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

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

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[ ] 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:

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DYNACARE INC.
14900 LANDMARK BOULEVARD, SUITE 200
DALLAS, TEXAS 75254

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 Marriott Dallas Quorum, 14901 Dallas
Parkway, Dallas, Texas, U.S.A. 75254, on Tuesday, June 18, 2002, 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, 2001, 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, as independent auditors for fiscal 2002 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 26th day of April, 2002.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ HARVEY A. SHAPIRO

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 14, 2002, 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.
14900 LANDMARK BOULEVARD, SUITE 200
DALLAS, TEXAS 75254

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
18, 2002 AT 10:00 A.M. (LOCAL TIME IN DALLAS, TEXAS) AT MARRIOTT DALLAS QUORUM,
14901 DALLAS PARKWAY, DALLAS, TEXAS, U.S.A. 75254, 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 26, 2002.

UNLESS OTHERWISE INDICATED, INFORMATION CONTAINED HEREIN IS GIVEN AS
OF APRIL 15, 2002 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.

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 14, 2002, 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 an 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 15, 2002, 19,326,946 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 23, 2002 (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 15, 2002, 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 as well as all
of the Corporation's directors and executive officers as a group. The percentage
ownership of each person is based upon 20,930,432 Common Shares outstanding as
at April 15, 2002, including Common Shares issuable upon exercise of vested
options and options held by such person that vest within 60 days of April 15,
2002. 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 15, 2002

NUMBER OF COMMON SHARES AND NATURE OF
NAME OF HOLDER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -------------- --------------------- ----------------

ALBERT J. LATNER (1) 3,173,333(5) (7) 16.2%
20 Eglinton Avenue West, Suite 1600
Toronto, Ontario, Canada M4R 2H1

JOSHUA I. LATNER (2) 1,642,181 8.5%
Avenue Marcel Thiery
#204,1200 Brussels, Belgium

GOLDER, THOMA, CRESSEY, RAUNER FUND V, L.P. (3) 4,590,190 23.8%
6100 Sears Tower
Chicago, Illinois, U.S.A. 60606-6402

GTCR ASSOCIATES V (4) 8,020 *
6100 Sears Tower
Chicago, Illinois, U.S.A. 60606-6402

JANUS CAPITAL CORPORATION 2,000,000 10.3%
100 Fillmore Street
Denver, Colorado, U.S.A. 80206-4928

MORGAN STANLEY DEAN WITTER & CO. 1,109,649 5.7%
1221 Sixth Avenue 77th Floor
New York, New York, U.S.A. 100200

HARVEY A. SHAPIRO 473,822(5) (8) 2.4%

DONALD J. EDWARDS 4,600,210(5) (6) 23.8%

BRUCE V. RAUNER 4,600,210(5) (6) 23.8%

DINO CHIESA 2,000(5) *

WILLIAM T. BROCK 2,000(5) *

THOMAS EDWARD LONG 2,000(5) *

OSAMA I. SHERIF 314,840(5) (9) 1.6%

ZBIG S. BISKUP 262,887(5) (10) 1.3%

PAUL BELLAMY 2,000(5) *

ROBERT J. LIPSIG 2,000(5) *

ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP 8,837,092(5) (6) (7) (8) (9) (10) 42.9%

- --------------------
* 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 15, 2002.

(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 15, 2002:

NUMBER AND CLASS
OF SHARES BENEFICIALLY
DATE FIRST BECAME A OWNED, DIRECTLY OR INDIRECTLY,
OFFICE(S) HELD WITH DIRECTOR OF THE OR OVER WHICH CONTROL OR
NAME AND AGE THE CORPORATION CORPORATION DIRECTION IS EXERCISED (6)
- ------------ --------------- ------------------ --------------------------

HARVEY A. SHAPIRO (1) Chairman, President, Chief September, 1987 473,822(7) (8)
AGE: 56 Executive Officer and
Director

DONALD J. EDWARDS (2) Director May, 1997 4,600,210(7) (8)
AGE: 36

ALBERT J. LATNER (1) Director September, 1987 3,173,333(7) (8)
AGE: 74

BRUCE V. RAUNER (3) Director May, 1997 4,600,210(7) (8)
AGE: 46

DINO CHIESA (1) Director November, 2000 2,000(7)
AGE: 53

WILLIAM T. BROCK (1) Director November, 2000 2,000(7)
AGE: 65

THOMAS EDWARD LONG (1) Director November, 2000 2,000(7)
AGE: 43

PAUL BELLAMY(4) Director January, 2001 2,000(7)
AGE: 53

ROBERT J. LIPSIG(5) Director January, 2001 2,000(7)
AGE: 59

- ----------------
(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 15, 2002.

(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 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 is an independent consultant and private investor. From
May 2001 to September 2001, Mr. Bellamy was Chief Restructuring Officer of and
consultant to the Board of Directors of Zefer Corporation, an internet services
company. From December 1999 to March 2001, Mr. Bellamy was Chief Executive
Officer and a member of the Board of Directors of Esquire Communications, a
professional services company. From March 1998 to March 1999, Mr. Bellamy was
President, Chief Operating Officer, Chief Financial Officer and a member of the
Board of Directors of Graham Field, Inc., a medical home healthcare and surgical

products manufacturer. From October 1995 to February 1998, Mr. Bellamy was Chief
Financial Officer of Davis Vision, Inc., an eye care HMO and optical retail
company.

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 partnerships 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 consulting services
to the healthcare industry. Mr. Sherif is 53 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 50 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)
and each other executive officer of the Corporation, other than the Chief
Executive Officer, who was serving as an executive officer as at December 31,
2001; (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 2001 $603,750 $300,000 $36,000(5) 40,000 $8,716(7)
Chairman, President, Chief 2000 418,436 -- 41,278(4) -- 790,472(6)
Executive Officer and Director 1999 370,205 186,425 41,318(4) -- 11,490(7)

OSAMA I. SHERIF 2001 $422,625 $105,000 --(3) 35,000 $8,716(7)
Executive Vice President and 2000 300,821 -- $37,789(4) -- 776,389(6)
Chief Operating Officer 1999 267,759 63,176 39,613(4) 9,087(7)

ZBIG S. BISKUP 2001 $352,188 $87,500 --(3) 30,000 $8,716(7)
Executive Vice President and 2000 226,917 -- --(3) -- 594,379(6)
Chief Financial Officer and 1999 226,565 56,007 --(3) 34,635 9,515(7)
Secretary

- ----------------
(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$0.6456, Cdn$1.00=US$0.6732 and Cdn$1.00=US$0.6731 for the
years ended December 31, 2001, 2000 and 1999, 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 represents a car allowance.

(6) 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 and (ii)
contributions made to the Registered Retirement Savings Plan on behalf of
each executive.

(7) Amount substantially consists of contributions to the Registered
Retirement Savings Plan on behalf of each executive.

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 of April 15, 2002,
stock options to purchase 1,559,669 Common Shares were outstanding under the
Incentive Plan, of which options to purchase 1,420,034 Common Shares were
exercisable at the stated exercise price of Cdn $9.31; 34,635 were exercisable
at the stated exercise price of Cdn $12.27; 52,500 were exercisable at the
stated exercise price of $16.29 and 52,500 were exercisable at the stated
exercise price of $19.55. Of the outstanding stock options under the Incentive
Plan, 1,454,659 stock options are fully vested and are exercisable up to June
11, 2007 and 105,000 stock options vest as to 20% each year beginning March 18,
2003, which represents the anniversary date of the grant. The outstanding stock
options under the Incentive Plan have a ten-year term.

Subject to the terms of the Incentive Plan, the Incentive Plan
provides for an acceleration of the vesting periods and the exercise of the
option if an optionee's employment is terminated because of death, permanent
disability or retirement. In addition, if the Corporation or one or more
shareholders enter into an agreement for a sale of the Corporation, any unvested
outstanding stock options may be exercised immediately or at any time up to the
stock option expiration date.

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 15, 2002 stock options to purchase 803,741 Common Shares were outstanding
under the Employee Plan, of which 145,000 are exercisable at a stated price of
$15.50; 100,000 are exercisable at a stated price of $13.00; 416,620 are
exercisable at stated price of $9.125, and the balance of 142,121 are
exercisable at stated 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, 2001, 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, 2001, 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, 2001" represent the
difference between: (i) the market value as at December 31, 2001, 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 Nasdaq National Market and on The Toronto Stock Exchange on December 31,
2001, was $16.89 and Cdn $25.63, respectively.

AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT DECEMBER 31, 2001 AT DECEMBER 31, 2001
-------------------- --------------------
SECURITIES
ACQUIRED ON AGGREGATE
EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------- -------------- ----------- ------------- ----------- -------------
NAME (#) ($) (#) (#) ($) ($)
- ---- --- --- --- --- --- ---

HARVEY A. SHAPIRO -- -- 467,572 - $4,750,532 -
Chairman, President, Chief
Executive Officer and Director

OSAMA I. SHERIF -- -- 311,715 - $3,167,024 -
Executive Vice President and
Chief Operating Officer

ZBIG S. BISKUP -- -- 259,763 - $2,581,341 -
Executive Vice President,
Chief Financial Officer and
Secretary

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 and senior officers of the
Corporation. 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 reviews and determines all elements of the
executive officers' compensation on an annual basis and adjusts such
compensation in appropriate cases. The Board of Directors has established a
mandate for such committee and the committee is in the process of developing 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 Mr. 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 Mr. Shapiro, reviews his
compensation on an annual basis taking into consideration his performance and
his contributions to the Corporation's success.

For the year ended December 31, 2001, Mr. Shapiro earned a bonus of
$300,000. In addition, as part of his compensation, Mr. Shapiro received stock
options to purchase 40,000 Common Shares of the Corporation. Of the stock
options granted to Mr. Shapiro, 20,000 are exercisable at $16.29 and the
remaining balance of 20,000 are exercisable at $19.55. The stock options granted
vest as to 20% each year from the grant date, and provide for an acceleration of
vesting periods subject to the terms of the Incentive Plan. The bonus and stock
options granted were based on the terms of Mr. Shapiro's employment agreement,
as well as the Company's attainment of strategic, operational and financial
targets. Mr. Shapiro's base compensation for the year ending December 31, 2002,
will be determined in accordance with his employment agreement.

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 31, 2001,
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 31, 2001
----------------- -----------------

Dynacare Inc. 100.000 168.900
S&P 500 Healthcare Index 100.000 92.623
S&P Midcap Healthcare Sector Index 100.000 100.712

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 $115,085.

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 AMOUNT OUTSTANDING
NAME AND PRINCIPAL POSITION LEGAL ENTITY FISCAL YEAR ENDED DECEMBER 31, 2001 AS AT APRIL 15, 2002
- --------------------------- ------------ ----------------------------------- --------------------

OSAMA I. SHERIF, Dynacare Inc. $34,869 $34,869(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

Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers and directors, and persons who beneficially own
more than 10% of a registered class of the Corporation's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and Nasdaq. Based solely upon a review of the copies of the
forms furnished to the Corporation and written representations from the
Corporations' executive officers, directors and greater than 10% beneficial
shareholders, the management of the Corporation believes that during the year
ended December 31, 2001 all persons subject to the reporting requirements of
Section 16(a) filed the required reports on a timely basis.

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. There are no material insider transactions to report for the
year ended December 31, 2001.

The Corporation's former corporate 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, 2001, was approximately
Cdn$235,726. 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 favorable 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 v v

ALBERT J. LATNER v v

BRUCE V. RAUNER

DINO CHIESA v

WILLIAM T. BROCK v v

THOMAS EDWARD LONG v v

PAUL BELLAMY v v

ROBERT J. LIPSIG v

* Chairman of the Board of Directors

During the year ended December 31, 2001, the Board of Directors of
the Corporation met five times. The Board of Directors met in the ordinary
course of business and approved by unanimous written consent matters relating to
such other business and the equity offering in 2001. All then incumbent
directors attended at least 75% of the meetings of the Board of Directors held
in 2001.

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.

During fiscal 2001, the Audit Committee met four times in order to
recommend approval to the Board of Directors of the Corporation's Annual Report
on Form 10-K for the year ended December 31, 2000, and Form 10-Q for each of the
three months ended March 31, June 30, and September 30, 2001. 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.

COMPENSATION COMMITTEE

The Compensation Committee, except for Albert J. Latner, 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. The
Compensation Committee met two times in early 2002 pertaining to compensation
matters for the year ended December 31, 2001.

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 has 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. The Corporate Governance Committee did not have any meetings
during the year ended December 31, 2001.

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, 2001.

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 the Corporation's
audited consolidated financial statements be included in the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 2001, 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, 2001, the Corporation paid Ernst &
Young LLP, its independent auditors, the following fees for audit and non-audit
services, respectively:

Audit Fees(1)............................................ $402,000

Financial Implementation in Systems Design and
Implementation Fees ..................................... $Nil

Tax Consulting Fees ..................................... $180,932

All Other Fees(2) ....................................... $228,709
-------

$811,641
=======

- ---------
(1) Includes the Corporation's share of fees for partnership audits.

(2) Consists of fees for work performed in connection with the Corporation's
registration statements with the United States Securities and Exchange
Commission, benefits plan audit and other accounting consultations.

AUDITOR INDEPENDENCE

The Audit Committee has directed that no contracts are to be awarded
to Ernst & Young LLP for services outside normal course of the audit without
prior approval of the audit committee.

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 2002 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, 2001, 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 75254, 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 2003 Annual Meeting of Shareholders must be received by the
Corporation at its principal executive offices no later than December 31, 2002.
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 2003
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 31, 2002. Any proxies solicited by the Board of Directors for the 2003
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 15th day of April, 2002.

/s/ HARVEY A. SHAPIRO

HARVEY A. SHAPIRO
Chairman, President
and Chief Executive Officer

DYNACARE INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 18, 2002

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
Tuesday, June 18, 2002 at 10:00 a.m. (local time in Dallas, Texas) at Marriott
Dallas Quorum, 14901 Dallas Parkway, Dallas, Texas, U.S.A. 75254, 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 15, 2002:

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 individual 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, as independent 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
15, 2002 and the accompanying management information circular and proxy
statement.

DATED the day of , 2002.
------------ ------------------------------

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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.