X0202 4 2006-11-17 0 0001017813 CAREGUIDE INC CGDE 0001321250 Pacala Mark L C/O ESSEX WOODLANDS HEALTH VENTURES 10001 WOODLOCK FOREST DRIVE, SUITE 175 THE WOODLANDS TX 77380 1 0 1 0 0001120812 ESSEX WOODLANDS HEALTH VENTURES FUND V LP C/O ESSEX WOODLANDS HEALTH VENTURES 10001 WOODLOCK FOREST DRIVE, SUITE 175 THE WOODLANDS TX 77380 0 0 1 0 0001110080 ESSEX WOODLANDS HEALTH VENTURES FUND IV L P C/O ESSEX WOODLANDS HEALTH VENTURES 10001 WOODLOCK FOREST DRIVE, SUITE 175 THE WOODLANDS TX 77380 0 0 1 0 Warrant to Purchase Common Stock 0.0032 2006-11-17 4 J 0 171146 0.00 A 2006-11-17 2014-11-17 Common Stock 171146 684587 I By fund through escrow Shares are beneficially owned by Essex Woodlands Health Ventures Fund V, L.P. Represents shares held in escrow for the benefit of former stockholders of CCS Consolidated, Inc. whose shares were converted into shares of the Issuer as a result of a merger between CCS Consolidated, Inc. and the Issuer. The Reporting Persons previously reported the ownership of 746,485 shares of the Issuer's common stock on a Form 3 filed on February 6, 2006, which represented the minimum number of shares issuable to Essex Woodlands Health Ventures Fund V, L.P. upon termination of the escrow arrangement and liquidation of the escrow account as of such date. Essex Woodlands Health Ventures Fund V, L.P. holds a warrant which entitles it to purchase additional shares currently held in the escrow account, subject to the terms thereof. On each of February 17, 2006, May 17, 2006 and August 17, 2006, the warrant became exercisable for an additional number of shares, and on each of February 22, 2006, May 19, 2006 and August 18, 2006, the Reporting Persons filed a Form 4 reporting the acquisition of 171,147 shares of the Issuer's common stock underlying such warrant. On November 17, 2006, the warrant became exercisable for an additional number of shares, such that the warrant is now exercisable for the maximum number of shares underlying the warrant. The shares reported herein represent an increase in the minimum number of shares issuable to Essex Woodlands Health Ventures Fund V, L.P. upon exercise of the warrant in full and termination of the escrow agreement. Mark L. Pacala, one of Issuer's directors, is a manager of Essex Woodlands Health Ventures V, L.L.C, the general partner of Essex Woodlands Health Ventures Fund V, L.P., and therefore may be deemed to beneficially own the securities owned by Essex Woodlands Health Venture Fund V, L.P. Mr. Pacala disclaims beneficial ownership of the reported securities herein except to the extent of his pecuniary interest therein. /s/ Mark Pacala 2006-11-17 By: Essex Woodlands Health Ventures V, L.L.C., its General Partner, by /s/ Mark Pacala, Manager 2006-11-17 By: Essex Woodlands Health Ventures IV, L.L.C., its General Partner, by /s/ Mark Pacala, Manager 2006-11-17