hey mikeyduf - you really need to read up on 'edge loops' - it will help you get a much better understanding of how forms are made and it will help lower the amount of verts. basically the geometry of the mouth and eyes will be made from loops that flow around them - take a look at the topology thread stickied at the top of the WIP forum - that should be a good place to start.

https://forum.simplymaya.com/showthre...threadid=24483

the area under the eye was caused by your verts not being merged - so when you cionverted to subD it had holes as you can see in the left lower pic.