THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

OCA, Inc. (OCAI.PK)

5/5/2004 Proxy Information

Bartholomew F. Palmisano, Sr., our Chairman of the Board, President and Chief Executive Officer, owns all of the membership interests in BFP Charters, LLC., which owns an aircraft that was primarily used during 2003 for business related travel by Mr. Palmisano and other OCA personnel. In exchange for the use of the aircraft, we paid BFP Charters approximately $402,300 during 2003 and paid an additional $248,418 during 2003 for the operating costs of the aircraft, including the costs of pilots, fuel, maintenance and insurance. Mr. Palmisano is the father of Bartholomew F. Palmisano, Jr., our Chief Operating Officer and Corporate Secretary.

Dr. Jack P. Devereux, Jr., one of our directors, and his wholly-owned professional corporation are parties to a service agreement, dated as of October 1, 1996, with Orthodontic Centers of Louisiana, Inc., a subsidiary of OCA, pursuant to which OCA’s subsidiary provides Dr. Devereux and his professional corporation with a comprehensive range of business services in exchange for a monthly service fee. The term of the service agreement expires on October 1, 2036. OCA’s subsidiary was paid a total of approximately $479,518 in service fees in 2003 under this service agreement.

Dr. Hector M. Bush, one of our directors, and his wholly-owned professional corporation are parties to a service agreement, dated as of September 1, 1994, with Orthodontic Centers of Georgia, Inc., a subsidiary of OCA, pursuant to which OCA’s subsidiary provides Dr. Bush and his professional corporation with a comprehensive range of business services in exchange for a monthly service fee. The term of the service agreement expires on September 1, 2014. OCA’s subsidiary was paid a total of approximately $952,514 in service fees in 2003 under this service agreement.

McGuireWoods LLP, a law firm of which W. Dennis Summers, one of our directors, is a partner, was paid approximately $227,379 for certain legal services rendered on our behalf during 2003. The firm may provide additional legal services to us in the future.

Dr. John J. Sheridan, one of our directors, provided certain consulting services to us during 2003, for which we paid approximately $75,000.

4/29/2003 Proxy Information

Bartholomew F. Palmisano, Sr. is the father of Bartholomew F. Palmisano, Jr.

In connection with our 1997 Key Employee Stock Purchase Plan, we financed the purchase price for each employee who purchased shares of our Common Stock pursuant to the plan. Among those employees participating in the plan was Bartholomew F. Palmisano, Jr., our Chief Operating Officer. The loan to Mr. Palmisano was evidenced by a promissory note, was a full recourse obligation of Mr. Palmisano secured by all of the shares of our Common Stock that he acquired in connection with the loan, and bore interest at 6.01% per annum. Mr. Palmisano purchased 15,211 shares of our Common Stock under the plan for a total purchase price of $269,996. Mr. Palmisano repaid all of the outstanding principal and accrued interest under this loan, which totaled $345,826, on November 1, 2002. Mr. Palmisano is the son of Bartholomew F. Palmisano, Sr., our Chairman, President and Chief Executive Officer.

Bartholomew F. Palmisano, Sr., our Chairman of the Board, President and Chief Executive Officer, owns all of the membership interests in BFP Charters, LLC. BFP Charters, LLC owns an aircraft that was primarily used during 2002 for business related travel by Mr. Palmisano and other OCA personnel. In exchange for the use of the aircraft, we paid approximately $460,000 during 2002 for the operating costs of the aircraft, including the costs of pilots, fuel, maintenance and insurance.

Dr. Jack P. Devereux, Jr., one of our directors, and his wholly-owned professional corporation are parties to a service agreement, dated as of October 1, 1996, with Orthodontic Centers of Louisiana, Inc., a subsidiary of OCA, pursuant to which OCA’s subsidiary provides Dr. Devereux and his professional corporation with a comprehensive range of business services in exchange for a monthly service fee. The term of the service agreement expires on October 1, 2036. OCA’s subsidiary was paid a total of approximately $507,000 in service fees in 2002 under this service agreement.

Dr. Hector M. Bush, one of our directors, and his wholly-owned professional corporation are parties to a service agreement, dated as of September 1, 1994, with Orthodontic Centers of Georgia, Inc., a subsidiary of OCA, pursuant to which OCA’s subsidiary provides Dr. Bush and his professional corporation with a comprehensive range of business services in exchange for a monthly service fee. The term of the service agreement expires on September 1, 2014. OCA’s subsidiary was paid a total of approximately $721,000 in service fees in 2002 under this service agreement.

McGuireWoods LLP, a law firm of which W. Dennis Summers, one of our directors, is a partner, was paid approximately $187,000 for certain legal services rendered on our behalf during 2002. The firm may provide additional legal services to us in the future.

Dr. John J. Sheridan, one of our directors, provided certain consulting services to us during 2002, for which we paid approximately $75,000, and may provide additional consulting services to us in the future.

John C. Glover, our former Chief Financial Officer, borrowed $160,000 on a short-term and interest-free basis from us in September 2001, in connection with his relocation from our former executive offices in Ponte Vedra Beach, Florida to our executive offices in Metairie, Louisiana. Under the terms of a separation agreement between Mr. Glover and OCA dated October 9, 2002, $20,000 of this indebtedness is to be forgiven each fiscal quarter beginning December 31, 2002 and continuing through September 30, 2004 if Mr. Glover does not materially breach the terms of the separation agreement. In the case of a material breach by Mr. Glover, the remaining amount of indebtedness will become immediately due and payable, and will begin to bear interest at a rate per annum of 1.5% above the prime lending rate, with quarterly adjustments. At March 31, 2002, $120,000 of this indebtedness remained outstanding.