UNISON HEALTHCARE CORP, S-4/A, 1996-10-11

UNISON HEALTHCARE CORP
S-4/A, 1996-10-11
NURSING & PERSONAL CARE FACILITIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1996
REGISTRATION NO. 333-12263

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

UNISON HEALTHCARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

<TABLE>
<S> <C> <C>
DELAWARE 8050 86-0684011
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

7272 EAST INDIAN SCHOOL ROAD, SUITE 214
SCOTTSDALE, ARIZONA 85251
(602) 423-1954
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

JERRY M. WALKER
UNISON HEALTHCARE CORPORATION
7272 EAST INDIAN SCHOOL ROAD, SUITE 214
SCOTTSDALE, ARIZONA 85251
(602) 423-1954
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

COPIES TO:

<TABLE>
<S> <C>
P. ROBERT MOYA, ESQ. GEORGE T. JOHNS, ESQ.
QUARLES & BRADY TRACY & HOLLAND, L.L.P.
ONE EAST CAMELBACK ROAD 306 WEST SEVENTH STREET
SUITE 400 SUITE 500
PHOENIX, ARIZONA 85012-1649 FORT WORTH, TEXAS 76102-4982
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement and certain
other conditions under the Agreement and Plan of Merger are met or waived.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /

================================================================================
<PAGE> 2
CROSS REFERENCE SHEET

PURSUANT TO ITEM 501(B) OF REGULATION S-K AND RULE 404(A) SHOWING
LOCATION IN PROSPECTUS/PROXY AND INFORMATION STATEMENT,
AND PROSPECTUS/INFORMATION STATEMENT SUPPLEMENT OF INFORMATION REQUIRED BY FORM
S-4

LOCATION IN PROSPECTUS/PROXY LOCATION IN
FORM S-4 ITEM AND CAPTION AND INFORMATION STATEMENT PROSPECTUS/INFORMATION STATEMENT SUPPLEMENT
--------------------------------- --------------------------------- --------------------------------------------
<S> <C> <C> <C>
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus....... Facing Page; Outside Front Cover Prospectus/Information Statement Supplement:
Page Facing Page; Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus...... Inside Front Cover Page of Inside Front Cover Page; Available
Prospectus/Proxy and Information; Table of Contents
Information Statement;
Available Information; Table of
Contents
3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information.................... Summary; Summary -- The Company; Summary; Summary -- The Companies
Risk Factors
(a).............................. Summary -- The Company Summary -- The Companies
(b).............................. Summary -- The Company Summary -- The Companies
(c).............................. * Summary -- The Ampro and Memphis Merger
Agreements
(d).............................. Summary -- Summary Historical and Summary -- Summary Unaudited Pro Forma
Pro Forma Combined Financial Condensed Combined Financial Information
Data
--------------------------------- --------------------------------- --------------------------------------------
(e).............................. Summary -- Summary Historical and Summary -- Summary Unaudited Pro Forma
Pro Forma Combined Financial Condensed Combined Financial Information
Data
(f).............................. Summary -- Summary Historical and Summary -- Summary Unaudited Pro Forma
Pro Forma Combined Financial Condensed Combined Financial Information
Data
(g).............................. Summary -- Market Price Data and Summary -- Market Price Data and Dividends
Dividends
(h).............................. * Summary -- Shareholder Approvals
(i).............................. * Summary -- Regulatory Requirements
(j).............................. * Summary -- Dissenters' Rights
(k).............................. * Summary -- Certain Federal Income Tax
Consequences
4. Terms of the Transaction
(a)(1)........................... Recent and Pending Unison The Ampro and Memphis Mergers
Acquisitions, Dispositions and
Other Commitments -- Pending
Acquisitions
(2).............................. * The Ampro and Memphis Mergers -- Reasons for
the Ampro and Memphis Mergers;
Recommendation of Boards of Directors
(3).............................. Description of Unison Capital *
Stock
(4).............................. * Comparison of Shareholder Rights
(5).............................. * Summary -- Anticipated Accounting Treatment;
The Ampro and Memphis Mergers --
Anticipated Accounting Treatment
</TABLE>

<PAGE> 3

<TABLE>
<CAPTION>
LOCATION IN PROSPECTUS/PROXY LOCATION IN
FORM S-4 ITEM AND CAPTION AND INFORMATION STATEMENT PROSPECTUS/INFORMATION STATEMENT SUPPLEMENT
--------------------------------- --------------------------------- --------------------------------------------
<S> <C> <C> <C>
(6).............................. * Summary -- Certain Federal Income Tax
Consequences; The Ampro and Memphis
Mergers -- Certain Federal Income Tax
Consequences
(b).............................. * *
5. Pro Forma Financial
Information.................... Unison Unaudited Pro Forma Summary -- Selected Historical and Pro Forma
Condensed Combined Financial Financial Data; Unaudited Pro Forma
Statements Condensed Combined Financial Statements
6. Material Contracts with the
Company Being Acquired......... * The Ampro and Memphis Mergers: Material
Contracts
7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be
Underwriters................... * *
8. Interests of Named Experts and
Counsel........................ * *
9. Disclosure of Commission Position
on Indemnification for
Securities Act Liabilities..... * *
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to S-3
Registrants.................... * *
11. Incorporation of Certain
Information by Reference....... * *
12. Information with Respect to S-2
or S-3 Registrants............. * *
13. Incorporation of Certain
Information by Registrants..... * *
14. Information with Respect to
Registrants Other Than S-3 or
S-2 Registrants
(a).............................. Business of Unison *
(b).............................. Business of Unison -- Properties *
(c).............................. Business of Unison -- Legal *
Proceedings
(d).............................. Summary -- Market Price Data and Summary -- Market Price Data and Dividends
Dividends; Unison Market Price
Data and Dividend Policy
(e).............................. Financial Statements -- Unison *
HealthCare Corporation;
Financial
Statements -- BritWill
HealthCare Company; Financial
Statements -- American
Professional Holding, Inc.;
Financial Statements -- Memphis
Clinical Laboratory, Inc.;
Financial Statements --
Signature Health Care
Corporation; Financial
Statements -- Arkansas, Inc.,
Cornerstone Care, Inc., Douglas
Manor, Inc., and Safford Care,
Inc.; Financial Statements --
RehabWest, Inc.; Financial
Statements -- The Oaks of
Boise; Financial Statements --
</TABLE>

<PAGE> 4

<TABLE>
<CAPTION>
LOCATION IN PROSPECTUS/PROXY LOCATION IN
FORM S-4 ITEM AND CAPTION AND INFORMATION STATEMENT PROSPECTUS/INFORMATION STATEMENT SUPPLEMENT
--------------------------------- --------------------------------- --------------------------------------------
<S> <C> <C> <C>
Nightingale West, Inc.;
Financial
Statements -- Henderson and
Associates Rehabilitation and
Sunbelt Therapy Management
Services, Inc.; Financial
Statements -- Franciscan Health
Care Centers at Enumclaw and
Walla Walla; Financial
Statement Schedules -- Unison
HealthCare Corporation;
Financial Statement
Schedules -- BritWill
HealthCare Company; Financial
Statement
Schedules -- Signature Health
Care Corporation; Financial
Statement
Schedules -- Arkansas, Inc.,
Cornerstone Care, Inc., Douglas
Manor, Inc., and Safford Care,
Inc.; Financial Statement
Schedules -- RehabWest, Inc.;
Financial Statement
Schedules -- Franciscan Health
Care Centers at Enumclaw and
Walla Walla
(f).............................. Summary -- Summary Unaudited Pro *
Forma Condensed Combined
Financial Statements
(g).............................. * *
(h).............................. Unison Management's Discussion *
and Analysis of Financial
Condition and Results of
Operations
(i).............................. * *
C. INFORMATION ABOUT THE COMPANY
BEING ACQUIRED
15. Information with Respect to S-3
Companies...................... * *
16. Information with Respect to S-2
or S-3 Companies............... * *
17. Information with Respect to
Companies Other Than
S-2 or S-3
(a).............................. * *
(b)(1)........................... * Business of Ampro and Memphis
(2).............................. * Summary -- Market Price Data and Dividends
(3).............................. * Ampro and Memphis Selected Financial Data
(4).............................. * *
(5).............................. * Ampro Management's Discussion and Analysis
of Financial Condition and Results of
Operations; Memphis Management's
Discussion and Analysis of Financial
Condition and Results of Operations
(6).............................. * *
(7).............................. * *
(8).............................. * *
(9).............................. * *
</TABLE>

<PAGE> 5

AMERICAN PROFESSIONAL HOLDING, INC.
10925 ESTATE LANE, SUITE 390
DALLAS, TEXAS 75238

MEMPHIS CLINICAL LABORATORY, INC.
4088 BARTON
MEMPHIS, TENNESSEE 38116

October 11, 1996

Dear Shareholder:

The documents following this letter are a Notice of Special Combined
Meeting of Shareholders, a Prospectus/Information Statement Supplement and a
Prospectus/Proxy and Information Statement for a special combined meeting of
shareholders of both American Professional Holding, Inc. ("Ampro") and Memphis
Clinical Laboratory, Inc. ("Memphis") to be held at 10:30 a.m., local time, on
October 24, 1996 at the offices of Ampro. This meeting is of great importance to
the shareholders of Ampro and Memphis. Ampro shareholders will be asked to
consider and approve an Agreement and Plan of Merger among Unison HealthCare
Corporation ("Unison"), Labco Acquisition Co., a wholly-owned subsidiary of
Unison ("Labco"), and Ampro as a part of an overall pooling transaction in which
Unison will acquire Ampro and Memphis. Memphis shareholders will be asked to
consider and approve a similar Agreement and Plan of Merger among Unison,
Memphis Acquisition Co. ("Memco"), and Memphis.

If shareholder approval is obtained, and subject to satisfaction of other
conditions precedent, Ampro and Memphis will both become wholly-owned
subsidiaries of Unison. In the mergers, the outstanding capital stock of Ampro
will be converted into the right to receive shares of the $.001 par value common
stock of Unison (the "Unison Common Stock"), with shareholders of Ampro entitled
to receive a pro rata number of such shares, and the outstanding capital stock
of Memphis will be converted either into the right to receive Unison Common
Stock or, for one Memphis shareholder, the right to receive cash and a
promissory note. As described in greater detail in the Prospectus/Information
Statement Supplement, the total number of shares of Unison Common Stock to be
issued by Unison in the Ampro Merger, subject to the adjustments provided for in
the agreements, will be 521,000, while 19,000 shares of Unison Common Stock, a
$250,000 promissory note and cash of approximately $240,000 will be issued and
paid in the Memphis Merger.

Information regarding the proposed transaction, as well as other recent and
pending acquisitions and dispositions by Unison, and information concerning
Unison is set forth in the accompanying Prospectus/Information Statement
Supplement and Prospectus/Proxy and Information Statement, which we urge you to
examine carefully.

The Boards of both Ampro and Memphis believe that the mergers will benefit
their respective shareholders in that the transactions will permit them to serve
a greater number of facilities. Ampro shareholders may also benefit by
exchanging their shares in Ampro, in a tax-free transaction, for a marketable
security, inasmuch as Unison Common Stock is quoted on the Nasdaq National
Market. The Boards of Directors of Ampro and Memphis have unanimously approved
the terms of the mergers and recommend that shareholders vote to approve and
adopt the Agreements and Plans of Merger. HOWEVER, THE BOARD OF DIRECTORS IS NOT
ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND THE BOARD OF DIRECTORS
A PROXY. Holders of at least 89% of Ampro's outstanding common stock have
indicated that they intend to attend the Special Meeting and to vote "for" the
merger, so

<PAGE> 7

Ampro shareholder approval is assured. All of the shareholders of Memphis have
expressed support for the Memphis Merger and the overall transaction. The
consummation of the Mergers is subject to the satisfaction or waiver of certain
other conditions as described herein including a condition that dissenters'
rights are exercised in respect of no more than 5% of Ampro's outstanding
shares. See "The Ampro and Memphis Merger Agreements -- Conditions of the Ampro
and Memphis Mergers" and "Rights of Dissenting Shareholders."

Sincerely,
LOGO
John L. Maguire
President,
American Professional Holding, Inc.

LOGO
Harold N. McKinney
Vice President,
Memphis Clinical Laboratory, Inc.
<PAGE> 8

AMERICAN PROFESSIONAL HOLDING, INC.
10925 ESTATE LANE, SUITE 390
DALLAS, TEXAS 75238

MEMPHIS CLINICAL LABORATORY, INC.

4088 BARTON

MEMPHIS, TENNESSEE 38116

NOTICE OF SPECIAL COMBINED MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 24, 1996

You are invited to attend a Special Combined Meeting of Shareholders (the
"Ampro/Memphis Special Meeting") of American Professional Holding, Inc., a Utah
corporation ("Ampro"), and Memphis Clinical Laboratory, Inc., a Tennessee
corporation ("Memphis"), to be held on October 24, 1996 at 10:30 a.m. (local
time) at the offices of Ampro.

The purpose of the Ampro/Memphis Special Meeting is to consider and vote
upon:

(1) A proposal to approve and adopt an overall proposal consisting of
(a) the Agreement and Plan of Merger dated as of July 3, 1996 (the "Ampro
Merger Agreement") among Ampro, Unison HealthCare Corporation, a Delaware
corporation ("Unison"), and Labco Acquisition Co., a newly formed Delaware
corporation ("Labco") which is a wholly-owned subsidiary of Unison, and (b)
the Agreement and Plan of Merger dated as of July 3, 1996 (the "Memphis
Merger Agreement") among Memphis, Unison and Memphis Acquisition Co.
("Memco") which is also a newly formed and wholly-owned subsidiary of
Unison. Pursuant to the Ampro Merger Agreement, (i) Labco will be merged
with and into Ampro (the "Ampro Merger"), (ii) Ampro will continue as the
surviving corporation and a wholly-owned subsidiary of Unison, and the
separate existence of Labco will cease, and (iii) each of the shares of the
common stock ("Ampro Common Stock") of Ampro (the "Ampro Shares")
outstanding at the effective time of the Ampro Merger (other than Shares
held in Ampro's treasury or by Unison, Labco or a direct or indirect
subsidiary of Ampro) will be converted into the right to receive
approximately 0.051 of a share of the $.001 par value common stock of
Unison ("Unison Common Stock") all as more fully described in the
accompanying Prospectus/Information Statement Supplement. Pursuant to the
Memphis Merger Agreement, (i) Memco will be merged with and into Memphis
(the "Memphis Merger"), (ii) Memphis will continue as the surviving
corporation and a wholly-owned subsidiary of Unison, and the separate
existence of Memco will cease, and (iii) each of the shares of common stock
(the "Memphis Common Stock") of Memphis (the "Memphis Shares") outstanding
at the effective time of the Memphis Merger will be converted into the
right to receive approximately 54 shares of Unison Common Stock, except
that the 648 Memphis Shares owned by William R. Seals will instead be
converted into the right to receive a Unison promissory note in the
principal amount of $250,000 and cash in the amount of approximately
$240,000. An option for the Memphis Shares owned by Mr. Seals which he gave
to the other Memphis shareholders will be allowed to lapse unexercised.

(2) Such other matters relating to the foregoing as may be properly
brought before the meeting or any adjournment or postponement thereof.

Ampro's Board of Directors has approved the Ampro Merger as being in the
best interests of Ampro and its shareholders and unanimously recommends that you
vote for adoption of the Ampro Merger Agreement. Likewise, Memphis' Board of
Directors has approved the Memphis Merger as being in the best interests of
Memphis and its shareholders and unanimously recommends its approval.

The Boards of Directors of Ampro and Memphis have fixed the close of
business on October 9, 1996 as the record date for determining the shareholders
of Ampro and Memphis entitled to notice of and to vote at the Ampro/Memphis
Special Meeting and any adjournment thereof. Only shareholders of record at the
close

<PAGE> 9

of business on that date will be entitled to notice and to vote. The Board of
Directors is not soliciting proxies for use at the Special Meeting. The
affirmative vote of a majority of the outstanding Ampro Shares is required to
approve the Ampro Merger Agreement. The affirmative vote of a majority of the
outstanding Memphis shares is required to approve the Memphis Merger Agreement.

BY ORDER OF THE BOARDS OF DIRECTORS

LOGO
John L. Maguire
President,
American Professional Holding, Inc.

LOGO
Harold N. McKinney
Vice President,
Memphis Clinical Laboratory, Inc.

Dallas, Texas and Memphis, Tennessee
October 11, 1996

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
<PAGE> 10

INFORMATION STATEMENT SUPPLEMENT

FOR THE SPECIAL COMBINED MEETING OF SHAREHOLDERS
OF
AMERICAN PROFESSIONAL HOLDING, INC.
AND MEMPHIS CLINICAL LABORATORY, INC.

TO BE HELD ON OCTOBER 24, 1996

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

PROSPECTUS SUPPLEMENT
OF

UNISON HEALTHCARE CORPORATION

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY

This Prospectus/Information Statement Supplement is being furnished to the
shareholders of American Professional Holding, Inc., a Utah corporation
("Ampro"), and Memphis Clinical Laboratory, Inc., a Tennessee corporation
("Memphis"), in connection with the Special Combined Meeting of Shareholders of
Ampro and Memphis to be held on October 24, 1996, including any adjournment or
postponement thereof (the "Ampro/Memphis Special Meeting"). At the Ampro/Memphis
Special Meeting, the Ampro shareholders will be asked to approve and adopt an
Agreement and Plan of Merger dated as of July 3, 1996, as it may be amended from
time to time (the "Ampro Merger Agreement"), among Ampro, Unison HealthCare
Corporation, a Delaware corporation ("Unison"), and Labco Acquisition Co., a
newly formed Delaware corporation ("Labco") which is a wholly-owned subsidiary
of Unison. Memphis shareholders will be asked to consider and approve a similar
Agreement and Plan of Merger among Unison, Memphis Acquisition Co. ("Memco") and
Memphis.

The Ampro Merger Agreement provides that, subject to the approval of the
Ampro Merger Agreement at a special meeting of shareholders and subject to
satisfaction of the other conditions contained in the Ampro Merger Agreement,
Labco will be merged with and into Ampro (the "Ampro Merger") with Ampro being
the surviving corporation, and each outstanding share of common stock of Ampro
(the "Ampro Shares") other than any Ampro Shares then held by Ampro as treasury
shares, or by a direct or indirect subsidiary of Ampro, will be converted into
the right to receive approximately 0.051 of a share of $.001 par value common
stock of Unison ("Unison Common Stock"). The Memphis Merger Agreement provides
that Memco will be merged with and into Memphis (the "Memphis Merger") with
Memphis being the surviving corporation, and each outstanding share of common
stock of Memphis (the "Memphis Shares") will be converted into the right to
receive approximately 54 shares of Unison Common Stock, except that the 648
Memphis Shares owned by William R. Seals will instead be converted into the
right to receive a Unison promissory note in the principal amount of $250,000
and cash in the amount of approximately $240,000. An option for the Memphis
Shares owned by Mr. Seals which he gave to the other Memphis shareholders will
be allowed to lapse unexercised. The Ampro Merger and the Memphis Merger are
mutually contingent transactions. See "The Ampro and Memphis Merger
Agreements -- General; Effective Time." Unison and its subsidiaries currently
own no Ampro Shares or Memphis Shares and do not expect to acquire any prior to
the mergers. See "The Ampro and Memphis Merger Agreements -- General; Effective
Time." The number of shares of Unison Common Stock to be issued in the Ampro
Merger is referred to herein as the "Ampro Merger Consideration."

This Prospectus/Information Statement Supplement, together with the
Prospectus/Proxy and Information Statement, also constitutes a Prospectus of
Unison under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Unison Common Stock to be issued to the shareholders of
Ampro in the Ampro Merger and to the shareholders of Memphis in the Memphis
Merger.

Unison Common Stock is traded on the Nasdaq National Market under the symbol
UNHC. On October 10, 1996 the closing sale price for Unison Common Stock on the
Nasdaq National Market was $10.375 per share.

THE UNISON COMMON STOCK OFFERED HEREBY AND BY THE PROSPECTUS/PROXY AND
INFORMATION

STATEMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 7
OF THE

PROSPECTUS/PROXY AND INFORMATION STATEMENT.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS/INFORMATION STATEMENT SUPPLEMENT
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY AMPRO, MEMPHIS, UNISON, LABCO, MEMCO OR THEIR
RESPECTIVE AFFILIATES. THE DELIVERY OF THIS PROSPECTUS/INFORMATION STATEMENT
SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
PURCHASE THE SECURITIES OFFERED HEREBY WITHIN ANY JURISDICTION TO ANY PERSON TO
WHOM SUCH OFFER OR SOLICITATION OF AN OFFER WOULD BE UNLAWFUL.

The information contained in this Prospectus/Information Statement
Supplement concerning Ampro has been supplied by Ampro, the information
concerning Memphis has been supplied by Memphis, and the information concerning
Unison, Labco and Memco has been supplied by Unison. This Prospectus/Information
Statement Supplement should be used only in conjunction with the related
Prospectus/Proxy and Information Statement.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS PROSPECTUS/INFORMATION
STATEMENT SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus/Information Statement Supplement is October 11,
1996.

<PAGE> 11

TABLE OF CONTENTS

<TABLE>
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PAGE
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<S> <C>
INTRODUCTION........................................................................ 1
SUMMARY............................................................................. 2
The Companies..................................................................... 2
Time, Place and Date of the Ampro/Memphis Special Meeting......................... 2
Record Date; Voting Rights........................................................ 2
Purpose of Ampro/Memphis Special Meeting, Votes Required and Quorum............... 2
The Ampro and Memphis Merger Agreements........................................... 3
Dissenters' Rights................................................................ 3
Recommendations of the Board of Directors of Ampro and Memphis.................... 4
Certain Conditions to the Ampro and Memphis Mergers; Termination and Amendment.... 4
Shareholder Approvals............................................................. 4
Regulatory Requirements........................................................... 5
Expense Reimbursement............................................................. 5
Certain Effects of the Ampro and Memphis Mergers.................................. 5
Effective Time of the Ampro and Memphis Mergers................................... 5
Procedures for Exchange of Certificates........................................... 5
Interests of Certain Persons in the Ampro and Memphis Mergers; Conflicts of
Interest....................................................................... 6
Certain Federal Income Tax Consequences........................................... 6
Anticipated Accounting Treatment.................................................. 6
Restrictions on Resales by Affiliates............................................. 6
Comparison of Shareholder Rights.................................................. 6
Market Price Data and Dividends................................................... 7
Other Acquisitions................................................................ 8
Summary Unaudited Pro Forma Condensed Combined Financial Information.............. 9
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS......................... 10
THE AMPRO AND MEMPHIS MERGERS....................................................... 21
Background........................................................................ 21
Reasons for the Ampro and Memphis Mergers, Recommendation of Boards of
Directors...................................................................... 22
Interests of Certain Persons in the Ampro and Memphis Mergers..................... 23
Material Contracts between Unison, Memphis and Ampro.............................. 23
Certain Effects of the Ampro and Memphis Mergers.................................. 23
Certain Federal Income Tax Consequences........................................... 24
Resale of Unison Common Stock..................................................... 25
Accounting Treatment.............................................................. 25
THE AMPRO AND MEMPHIS MERGER AGREEMENTS............................................. 26
General; Effective Time........................................................... 26
Required Vote..................................................................... 26
Exchange of Shares................................................................ 27
Conditions of the Ampro and Memphis Mergers....................................... 27
Representations and Warranties.................................................... 28
Covenants......................................................................... 28
No Solicitation................................................................... 28
Amendment......................................................................... 29
Termination....................................................................... 29
Expenses.......................................................................... 30
RIGHTS OF DISSENTING SHAREHOLDERS................................................... 30
</TABLE>

i
<PAGE> 12

<TABLE>
<CAPTION>
PAGE
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<S> <C>
UNISON, AMPRO AND MEMPHIS SHARES.................................................... 31
Unison Common Stock............................................................... 31
Ampro Shares...................................................................... 31
Memphis Shares.................................................................... 31
COMPARISON OF SHAREHOLDER RIGHTS.................................................... 31
Authorized Shares of Capital Stock................................................ 32
Certain Charter and By-law Provisions............................................. 32
Directors......................................................................... 32
Special Meetings of Shareholders; Shareholder Action by Written Consent........... 33
Certain Business Combinations..................................................... 33
Certain Statutory Provisions...................................................... 34
AMPRO AND MEMPHIS SELECTED FINANCIAL DATA........................................... 40
COMPARISON OF HISTORICAL AND EQUIVALENT PER SHARE DATA (UNAUDITED).................. 41
AMPRO MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS........................................................................ 42
General........................................................................... 42
Results of Operations............................................................. 42
Liquidity and Capital Resources................................................... 44
MEMPHIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS........................................................................ 44
General........................................................................... 44
Results of Operations............................................................. 44
Liquidity and Capital Resources................................................... 45
BUSINESS OF AMPRO AND MEMPHIS....................................................... 46
Introduction...................................................................... 46
Market Overview................................................................... 47
Operations........................................................................ 48
Revenue Sources................................................................... 48
Insurance......................................................................... 48
Employees......................................................................... 48
Properties........................................................................ 48
Legal Proceedings................................................................. 49
MANAGEMENT OF AMPRO AND MEMPHIS..................................................... 49
Directors and Executive Officers.................................................. 49
PRINCIPAL SHAREHOLDERS OF AMPRO AND MEMPHIS......................................... 50
LEGAL MATTERS....................................................................... 50
EXPERTS............................................................................. 50
</TABLE>

ii
<PAGE> 13

AVAILABLE INFORMATION

Unison is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities Exchange Commission (the "Commission"). Unison Common Stock
is listed on the Nasdaq National Market under the symbol UNHC. Reports, proxy
statements and other information filed by Unison can be inspected at the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 10006 and can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, Citicorp Center, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661; and Northeast Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Additionally, the
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission, and the address of the Commission's site is:
http//www.sec.gov.

Unison has filed with the Commission a Registration Statement on Form S-4
(together with any amendments, schedules and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the shares of Unison Common
Stock to be issued in the Ampro Merger and the Memphis Merger. This
Prospectus/Proxy and Information Statement, as supplemented, does not contain
all of the information contained in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. The Registration Statement is available for inspection and copying
as set forth above. Statements contained in this Prospectus/Proxy and
Information Statement, as supplemented, or in any document incorporated by
reference into this Prospectus/Proxy and Information Statement, as supplemented,
as to the contents of any contract or other document referred to herein or
therein are not necessarily complete, and in each instance reference is made to
the copy of such contract or other document filed as an exhibit to the
Registration Statement or such other document, each such statement being
qualified in all respects by such reference.

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
CRAIG R. CLARK, CHIEF FINANCIAL OFFICER, UNISON HEALTHCARE CORPORATION, 7272
EAST INDIAN SCHOOL ROAD, SUITE 214, SCOTTSDALE, ARIZONA 85251 (TELEPHONE
602-423-1954). IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUESTS
SHOULD BE MADE BY OCTOBER 17, 1996. SUCH DOCUMENTS WILL BE PROVIDED WITHOUT
CHARGE TO ANY BENEFICIAL OWNER MAKING SUCH A REQUEST. SEE "THE AMPRO AND MEMPHIS
MERGER AGREEMENTS."

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<PAGE> 14

INTRODUCTION

This Prospectus/Information Statement Supplement is being furnished to the
shareholders of Ampro and Memphis in connection with a special combined meeting
of shareholders of Ampro and Memphis to be held at the offices of Ampro on
October 24, 1996, or any adjournment thereof (the "Ampro/Memphis Special
Meeting"). The purpose of the Ampro/Memphis Special Meeting is to obtain Ampro
shareholder approval of an Agreement and Plan of Merger (the "Ampro Merger
Agreement") among Ampro, Unison HealthCare Corporation, a Delaware corporation
("Unison"), and Labco Acquisition Co., a newly formed Delaware corporation
("Labco") which is a wholly-owned subsidiary of Unison and to obtain Memphis
shareholder approval of a similar Agreement and Plan of Merger (the "Memphis
Merger Agreement") among Memphis, Unison and Memphis Acquisition Co., a newly
formed Delaware corporation ("Memco") which is a wholly-owned subsidiary of
Unison.

The Ampro Merger Agreement provides that, subject to the approval of the
Ampro Merger Agreement at a special meeting of shareholders and subject to
satisfaction of the other conditions contained in the Ampro Merger Agreement,
Labco will be merged with and into Ampro (the "Ampro Merger") with Ampro being
the surviving corporation, and each outstanding share of common stock of Ampro
(the "Ampro Shares"), other than any Ampro Shares then held by Ampro as treasury
shares, by Unison or by direct or indirect subsidiary of Ampro or Unison, will
be converted into the right to receive approximately 0.051 of a share of $.001
par value common stock of Unison ("Unison Common Stock"). The Memphis Merger
Agreement provides that Memco will be merged with and in to Memphis (the
"Memphis Merger") with Memphis being the surviving corporation, and each
outstanding share of common stock of Memphis (the "Memphis Shares") will be
converted into the right to receive approximately 54 shares of Unison Common
Stock, except that the 648 Memphis Shares owned by William R. Seals will instead
be converted into the right to receive a Unison promissory note in the principal
amount of $250,000 and cash in the amount of approximately $240,000. An option
for the Memphis Shares owned by Mr. Seals, which he gave to the other Memphis
shareholders, will be allowed to lapse unexercised. The Ampro Merger and the
Memphis Merger are mutually contingent transactions and are sometimes referred
to together as the "Ampro/Memphis Acquisition." See "The Ampro and Memphis
Merger Agreements -- General; Effective Time." Unison and its subsidiaries
currently own no Ampro Shares or Memphis Shares and do not expect to acquire any
prior to the mergers. See "The Ampro and Memphis Merger Agreements -- General;
Effective Time." The number of shares of Unison Common Stock to be issued in the
Ampro Merger is referred to herein as the "Ampro Merger Consideration."

The Boards of Directors of Ampro and Memphis have each fixed the close of
business on October 9, 1996 as the record date for determining the shareholders
entitled to notice of and to vote at the Ampro/Memphis Special Meeting and any
adjournment thereof. Only shareholders of record at the close of business on
that date will be entitled to notice and to vote. At such date, there were
10,200,000 Ampro Shares and 1,000 Memphis Shares outstanding. The affirmative
vote of a majority of the outstanding Ampro Shares is required to approve the
Ampro Merger Agreement and the affirmative vote of a majority of the outstanding
Memphis Shares is required to approve the Memphis Merger Agrement. Because the
Ampro Merger and the Memphis Merger are mutually contingent transactions, it is
not likely that either merger will occur unless both of them occur.

While the Boards of Directors of Ampro and Memphis unanimously recommend
approval of the proposed transaction, the individuals comprising Ampro's Board
of Directors beneficially or of record own, in the aggregate, approximately 89%
of the issued and outstanding Ampro Shares and the individuals comprising the
Memphis Board of Directors of record own an aggregate of approximately 88% of
the outstanding Memphis Shares. Accordingly, the Boards of Directors are not
soliciting proxies for use at the Ampro/ Memphis Special Meeting. The Boards of
Directors do not intend to present any other matter before the Ampro/Memphis
Special Meeting.

The information contained in the Prospectus/Information Statement
Supplement and Prospectus/Proxy and Information Statement concerning Ampro,
Memphis and Unison has been supplied by each of them.

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<PAGE> 15

SUMMARY

The following is a summary of certain information contained elsewhere in
this Prospectus/Information Statement Supplement. This summary does not purport
to be complete and is qualified in its entirety by reference to the more
detailed information contained elsewhere in this Prospectus/Information
Statement Supplement, the Prospectus/Proxy and Information Statement and the
annexes hereto. Capitalized terms used but not defined in this Summary shall
have the meanings given to them elsewhere in this Prospectus/Information
Statement Supplement. Shareholders are urged to read this Prospectus/Information
Statement Supplement, the Prospectus/Proxy and Information Statement and the
annexes in their entirety.

THE COMPANIES

Ampro, which has its principal executive offices at 10925 Estate Lane,
Suite 390, Dallas, Texas 75238 (telephone 214-340-9294), is a Utah corporation
engaged in the operation of medical reference laboratories in Dallas, Texas and
Poplar Bluff, Missouri. As of September 1, 1996, Ampro provided medical
laboratory services (primarily the testing of body fluids and tissues for
disease or chemical concentrations) to approximately 275 nursing homes and other
health care facilities in Texas and Missouri.

Memphis, which has offices at 4088 Barton, Memphis, Tennessee (telephone
901-346-1633), is a Tennessee corporation that operates a medical reference
laboratory in Memphis, serving, as of September 1, 1996 approximately 20 nursing
homes and other facilities in Tennessee.

Unison, which has its principal executive offices at 7272 East Indian
School Road, Suite 214, Scottsdale, Arizona 85251 (telephone 602-423-1954), is a
Delaware corporation that provides long-term and specialty health care services
and ancillary services, including pharmacy and physical, occupational and speech
therapy services. As of September 1, 1996, Unison operated 45 skilled nursing
facilities (five of which are being held for disposition along with two
additional facilities which are not currently in operation (the "Dispositions").
Of these 45 facilities, 40 are leased and five are managed. At September 1,
1996, Unison also operated two pharmacy outlets serving 25 Unison-operated
facilities and 32 non-affiliated services in four states, operated six assisted
and independent living facilities and provided therapy services to 15 Unison
operated facilities and 41 non-affiliated entities, including seven hospitals,
seven outpatient clinics and sports medicine centers and 16 long-term care
facilities in six states. Unison has entered into a series of agreements to
acquire Signature Health Care Corporation and related entities (the "Signature
Acquisition") which operate 11 skilled nursing facilities and two assisted
living facilities in Arizona and Colorado.

Labco and Memco, whose address and telephone numbers are the same as
Unison's, are Delaware corporations organized by Unison for the purpose of
effecting the Ampro Merger and the Memphis Merger, respectively.

TIME, PLACE AND DATE OF THE AMPRO/MEMPHIS SPECIAL MEETING

The Ampro/Memphis Special Meeting will be held at 10:30 a.m. (local time)
on October 24, 1996 at the offices of Ampro.

RECORD DATE; VOTING RIGHTS

The close of business on October 9, 1996 has been fixed as the Record Date
for the determination of those Ampro and Memphis shareholders entitled to notice
of and to vote at the Ampro/Memphis Special Meeting. On such date, there were
10,200,000 shares of Ampro Common Stock and 1,000 shares of Memphis Common Stock
outstanding, each of which is entitled to one vote. As of the Record Date, there
were approximately 116 record holders of Ampro Common Stock and four (4) record
holders of Memphis Common Stock. Neither Ampro nor Memphis has any other classes
of equity securities outstanding.

PURPOSE OF AMPRO/MEMPHIS SPECIAL MEETING, VOTES REQUIRED AND QUORUM

At the Ampro/Memphis Special Meeting, holders of Ampro Shares will be asked
to consider and vote upon a proposal to approve and adopt the Ampro Merger
Agreement and holders of Memphis Shares will be

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<PAGE> 16

asked to consider and vote upon a proposal to consider and adopt the Memphis
Merger Agreement. Holders of a majority of the Ampro Shares, represented in
person or by proxy, will constitute a quorum. Under the Utah Revised Business
Corporation Act ("URBCA") and Ampro's Articles of Incorporation, as amended, the
affirmative vote of the holders of a majority of the Ampro Shares outstanding on
the Record Date will be required to approve and adopt the Ampro Merger
Agreement. Similarly, holders of a majority of the Memphis Shares, represented
in person or by proxy, will constitute a quorum of the Memphis shares, and the
affirmative vote of the holders of a majority of the Memphis Shares outstanding
on the Record Date will be required to approve and adopt the Memphis Merger
Agreement. See "The Ampro and Memphis Merger Agreements -- Required Vote." Since
holders of all of the outstanding shares of Memphis and at least 89% of Ampro's
outstanding common stock have indicated an intention to attend the Ampro/Memphis
Special Meeting and to vote "for" the Memphis Merger Agreement and the Ampro
Merger Agreement, shareholder approval is assured.

THE AMPRO AND MEMPHIS MERGER AGREEMENTS

Ampro, Unison and Labco have entered into the Ampro Merger Agreement, a
copy of which is attached hereto as Annex A and Memphis, Unison and Memco have
entered into the Memphis Merger Agreement, a copy of which is attached hereto as
Annex B. Generally, the Ampro Merger Agreement provides that, subject to the
satisfaction or waiver of certain conditions to the Ampro Merger, Labco will be
merged with and into Ampro and Ampro will be the surviving corporation, then as
a wholly-owned subsidiary of Unison. Upon the effectiveness of the Ampro Merger,
each Ampro Share (other than Ampro Shares held in Ampro's treasury or by a
direct or indirect subsidiary of Ampro) will be converted into a portion of a
share of Unison Common Stock equal to that fraction (the "Per Share Conversion
Ratio") of which the numerator is 521,000 and the denominator is the number of
Ampro Shares outstanding at the effective time of the Ampro Merger. Fractional
Unison shares will not be issued; instead, the holder of a fractional interest
therein will be paid in cash based on the average per share closing price on the
Nasdaq National Market of Unison Common Stock during the 20 consecutive trading
days ending on the fifth trading day prior to the effective time of the Ampro
Merger (the "Unison/Ampro Average Closing Price"). Pursuant to the Memphis
Merger Agreement, (i) Memco will be merged with and into Memphis (the "Memphis
Merger"), (ii) Memphis will continue as the surviving corporation and a
wholly-owned subsidiary of Unison, and the separate existence of Memco will
cease, and (iii) each of the shares of common stock (the "Memphis Common Stock")
of Memphis (the "Memphis Shares") outstanding at the effective time of the
Memphis Merger will be converted into the right to receive approximately 54
shares of Unison Common Stock (rounded to the nearest whole Unison share) except
that the 648 Memphis Shares owned by William R. Seals will instead be converted
into the right to receive a Unison promissory note in the principal amount of
$250,000 and cash in the amount of approximately $240,000. An option for the
Memphis Shares owned by Mr. Seals, which he gave to the other Memphis
shareholders, will be allowed to lapse unexercised. If the Ampro Merger and the
Memphis Merger are both consummated, the Ampro Shares and Memphis Shares will be
converted into shares representing approximately 11.9% of the outstanding Unison
Common Stock (8.9% if the Signature Mergers are also consummated) upon
completion of the Ampro and Memphis Mergers and assuming no exercise of options
or warrants or conversion of securities convertible into shares of Unison Common
Stock. See "The Ampro and Memphis Merger Agreements -- General; Effective Date"
and Annex A and B to this Prospectus/ Information Statement Supplement.

DISSENTERS' RIGHTS

Subject to the terms of the Ampro Merger Agreement, holders of Ampro Shares
who do not vote in favor of the Ampro Merger and who comply with certain
statutory procedures will be entitled to certain dissenters' rights with respect
to their shares upon consummation of the Ampro Merger. Failure to take any step
in connection with the exercise of such rights may result in termination or
waiver of such rights. See "Rights of Dissenting Shareholders" and Annex C to
this Prospectus/Information Statement Supplement which sets forth the text of
Section 16-10a-1301 et seq. of the URBCA. It is a condition of Unison's
obligation to consummate the Ampro Merger that dissenter's rights be exercised
in respect of no more than 5% of the outstanding Ampro Common Stock (i.e., by
holders of no more than 510,000 shares). Although holders of

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<PAGE> 17

Memphis Shares who do not vote in favor of the Memphis Merger Agreement would
have dissenters rights under applicable law, all shareholders of Memphis have
indicated that they intend to vote in favor of the Memphis Merger Agreement.

RECOMMENDATIONS OF THE BOARD OF DIRECTORS OF AMPRO AND MEMPHIS

The Boards of Directors of both Ampro and Memphis have approved and adopted
their respective merger agreements. Ampro's Board of Directors has concluded
that the Ampro Merger is fair to, and in the best interests of, the shareholders
of Ampro and has unanimously recommended a vote for the proposal to approve and
adopt the Ampro Merger Agreement. Ampro's Board of Directors, however, is not
asking shareholders of Ampro for proxies, and shareholders of Ampro are
requested not to send proxies to Ampro's Board of Directors. Ampro's Board of
Directors believes that the Ampro Merger Consideration provides a higher value
to Ampro shareholders than is likely to be realizable through continued
operations or from other available alternatives. The Board of Directors of
Memphis has reached the same conclusion about the proceeds from the Memphis
Merger. See "The Ampro and Memphis Mergers -- Reasons for the Ampro and Memphis
Mergers, Recommendation of the Boards of Directors." If the Ampro Merger and the
Memphis Merger are not approved, the Boards currently intend that Ampro and
Memphis will continue to operate as though the proposal consisting of the Ampro
Merger and the Memphis Merger had not occurred.

CERTAIN CONDITIONS TO THE AMPRO AND MEMPHIS MERGERS; TERMINATION AND AMENDMENT

The obligations of Ampro, Unison and Labco to consummate the Ampro Merger
are subject to a number of conditions, including (among others): (i) the
approval of the Ampro Merger Agreement by the shareholders of Ampro; (ii) the
listing on the Nasdaq National Market of the shares of Unison Common Stock to be
issued in the Ampro Merger; (iii) the absence of certain litigation or court
orders; (iv) the consummation of a similar merger with Memphis; and (v) the
exercise of dissenters' rights by holders of not more than 5% of Ampro Shares
(i.e., by holders of not more than 510,000 shares). Any of the conditions can be
waived by the parties. In addition to the foregoing, the Ampro Merger Agreement
may be terminated by mutual written consent of Unison and Ampro and by either
Unison or Ampro if the Ampro Merger shall not have been consummated by October
30, 1996, by Unison if the per share closing price on the Nasdaq National Market
of Unison Common Stock during the 20 consecutive trading days ending on the
fifth trading day prior to the effective time of the Ampro Merger (the
"Unison/Ampro Average Closing Price") exceeds $15.00 and by Ampro if the
Unison/Ampro Average Closing Price is less than $11.00, or under certain other
circumstances. Likewise, the obligations of Memphis, Unison and Memco to
consummate the Memphis Merger are subject to a number of similar conditions,
including (among others): (i) approval of the Memphis Merger Agreement by the
Shareholders of Memphis; (ii) the listing on the Nasdaq National Market of the
shares of Unison Common Stock to be issued in the Memphis Merger; (iii) the
absence of certain litigation and court orders; and (iv) the consummation of a
similar merger with Ampro. The Memphis Merger Agreement may be terminated by
mutual written consent of Memphis and Memco and by either Memphis or Memco if
the Merger shall not have been consummated by October 30, 1996. The Ampro Merger
Agreement and the Memphis Merger Agreement may each be amended by mutual consent
of the parties thereto at any time prior to the closing. See "The Ampro and
Memphis Merger Agreements -- Conditions of the Ampro and Memphis Mergers,"
"-- Amendment" and "-- Termination."

SHAREHOLDER APPROVALS

The Ampro Merger is subject to the approval of the shareholders of Ampro
and the Memphis Merger is subject to the approval of the shareholders of
Memphis, but neither requires the approval of the stockholders of Unison. The
affirmative vote, in person or by proxy, of the holders of a majority of the
Ampro Shares outstanding on the Record Date is required for approval of the
Ampro Merger and the affirmative vote of the holders of a majority of the
Memphis Shares outstanding on the Record Date is required for approval of the
Memphis Merger. Unison and its subsidiaries currently own no Ampro Shares and no
Memphis Shares, and they do not expect to own any prior to the mergers. As of
the Record Date, directors and executive officers of Ampro beneficially or of
record owned 89% of the outstanding Ampro Shares entitled to vote at the Ampro
Special Meeting, all of whom have indicated that they will vote in favor of the
Ampro Merger. The holders of

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<PAGE> 18

100% of the Memphis Shares outstanding on the Record Date have indicated that
they intend to vote in favor of the Memphis Merger. The directors and executive
officers of Unison beneficially own no Ampro or Memphis shares and Unison and
its subsidiaries own no such shares. See "The Ampro and Memphis
Mergers -- Interests of Certain Persons in the Ampro and Memphis Mergers," "The
Ampro and Memphis Merger Agreements -- Required Vote," and "Principal
Shareholders of Ampro and Memphis."

REGULATORY REQUIREMENTS

No advance approval of the Ampro Merger or the Memphis Merger is required
from any federal or state agency or body.

EXPENSE REIMBURSEMENT

Although there is no termination fee, Ampro has agreed that if the Ampro
Merger is not consummated and certain other conditions are satisfied (such as
the existence of a third party tender offer or merger proposal for Ampro at a
higher price) Ampro will reimburse Unison for its fees and expenses (up to an
aggregate of $100,000) incurred in connection with the Ampro Merger. Under
similar circumstances, Memphis is required to reimburse Unison for fees and
expenses (up to $50,000) incurred in connection with the Memphis Merger. See
"The Ampro and Memphis Merger Agreements -- Expenses."

CERTAIN EFFECTS OF THE AMPRO AND MEMPHIS MERGERS

Upon the effectiveness of the Ampro Merger and the Memphis Merger, current
shareholders of Ampro and Memphis will no longer have any continuing interest as
shareholders in the surviving corporation in the Ampro Merger and the Memphis
Merger, respectively, but will instead become stockholders in Unison. The Ampro
Shares will no longer be traded in the over-the-counter market and price quotes
will not be available on the OTC Bulletin Board. See "The Ampro and Memphis
Mergers -- Certain Effects of the Ampro and Memphis Mergers."

EFFECTIVE TIME OF THE AMPRO AND MEMPHIS MERGERS

The Ampro Merger will be effective as of the date and time (the "Ampro
Effective Time") that Articles of Merger are filed with the Division of
Corporations and Commercial Code of the State of Utah in accordance with the
URBCA and the Ampro Certificate of Merger is filed with the Secretary of State
of the State of Delaware in accordance with the Delaware General Corporation
Law. The Memphis Merger will be effective as of the date and time (the "Memphis
Effective Time") that Articles of Merger are filed with the Secretary of State
of the State of Tennessee as required by Tennessee law and the Memphis
Certificate of Merger is filed with the Delaware Secretary of State. If the
Ampro Merger and the Memphis Merger are approved by their respective
shareholders at the Ampro/Memphis Special Meeting, it is currently anticipated
that the Ampro Merger and the Memphis Merger will become effective on or about
October 29, 1996 (subject to compliance with or waiver of the other conditions
contained in the Ampro Merger Agreement and the Memphis Merger Agreement). See
"The Ampro and Memphis Merger Agreements -- General; Effective Time" and Annex A
and Annex B to this Prospectus/Information Statement Supplement.

PROCEDURES FOR EXCHANGE OF CERTIFICATES

Promptly after the effective time of the Ampro Merger and the Memphis
Merger, Harris Trust and Savings Bank, the Exchange Agent under the Ampro and
Memphis Merger Agreements (the "Exchange Agent") and the transfer agent for
Unison, will mail to each record holder of an outstanding certificate or
certificates which immediately prior to the effective time represented
outstanding Ampro Shares (the "Certificates"), other than Ampro Shareholders who
perfected their dissenters' rights under Utah law (see "Dissenting Rights of
Ampro Shareholders"), a form of letter of transmittal and instructions for use
in effecting the surrender of the Certificates in exchange for certificates
representing shares of Unison Common Stock plus cash in lieu of fractional
shares. Similar procedures will be followed for the Memphis Shares. Until
surrendered as contemplated in the Ampro and Memphis Merger Agreements, and
except for holders who

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<PAGE> 19

dissent, each Certificate will only represent the right to receive shares of
Unison Common Stock as provided in the Ampro and Memphis Merger Agreements. See
"The Ampro and Memphis Merger Agreements -- Exchange of Shares."

INTERESTS OF CERTAIN PERSONS IN THE AMPRO AND MEMPHIS MERGERS; CONFLICTS OF
INTEREST

In considering the Ampro and Memphis Mergers, shareholders of Ampro and
Memphis should be aware that in addition to continuing to receive ordinary
compensation and benefits from Ampro through the date of the Ampro Merger, two
officers of Ampro and Memphis, Mr. McGee and Mr. McKinney, will assume
managerial roles in Ampro following the Ampro Merger, which may present them
with inherent conflicts of interest in connection with the Ampro and Memphis
Mergers. Under the terms of the Ampro Merger Agreement, existing directors of
Ampro will no longer serve as directors of Ampro following the Ampro Merger, and
existing executive officers of Ampro will not continue in those capacities
following consummation of the Ampro Merger. The Memphis Merger Agreement has
similar provisions for the Memphis officers and directors. The Memphis Merger
and the Ampro Merger are each contingent on the other. See "The Ampro and
Memphis Mergers -- Interests of Certain Persons in the Ampro and Memphis
Mergers." The Boards of Directors of Ampro and Memphis were aware of these
interests and considered them among the other matters described under "The Ampro
and Memphis Mergers -- Background" and " -- Reasons for the Ampro and Memphis
Mergers; Recommendation of Boards of Directors."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The Ampro Merger is intended to be a tax-free reorganization so that no
gain or loss will be recognized by Ampro or Unison and no gain or loss will be
recognized by shareholders of Ampro, except in respect of cash received in lieu
of fractional shares of Unison Common Stock. However, no request has been or
will be made for a ruling from the Internal Revenue Service. The Memphis Merger
will be treated as a taxable purchase of the Memphis stock by Unison and as a
result Memphis shareholders will recognize a taxable gain or loss, but no gain
or loss will be recognized by Unison, Memco or Memphis. Shareholders of Ampro or
Memphis are urged to consult their own tax advisors regarding all tax
consequences of the Ampro Merger and the Memphis Merger, respectively. See "The
Ampro and Memphis Mergers -- Certain Federal Income Tax Consequences."

ANTICIPATED ACCOUNTING TREATMENT

The overall transaction comprised of the Ampro Merger and the Memphis
Merger is expected to qualify as a "pooling-of-interests" for accounting and
financial reporting purposes. See "The Ampro and Memphis Mergers -- Anticipated
Accounting Treatment."

RESTRICTIONS ON RESALES BY AFFILIATES

As a condition to the Ampro Merger and the Memphis Merger, each affiliate
of Ampro and Memphis will have agreed not to sell shares of Unison Common Stock
received pursuant to the Ampro Merger and the Memphis Merger except in
compliance with Rule 145 under the Securities Act or otherwise in compliance
with the Securities Act and not to sell the shares of Unison Common Stock
received in the Ampro Merger and the Memphis Merger until after financial
results that include at least 30 days of post-merger operations have been
publicly disclosed. Ampro Affiliates are also required to indicate that they
have no present plan or intention to sell more than 40% of the shares of Unison
Common Stock received pursuant to the Ampro Merger. See "The Ampro and Memphis
Mergers -- Resale of Unison Common Stock."

COMPARISON OF SHAREHOLDER RIGHTS

See "Comparison of Shareholder Rights" for a summary of the material
differences between the rights of the holders of Ampro Shares, Memphis Shares
and Unison Common Stock.

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<PAGE> 20

MARKET PRICE DATA AND DIVIDENDS

Unison Common Stock is traded on the Nasdaq National Market under the
symbol UNHC. The common stock of Ampro is traded over-the-counter and is quoted
on the OTC Bulletin Board under the symbol APRH. The securities of Memphis are
not traded. The following tables set forth, for the fiscal quarter indicated,
the high and low sale prices of Unison Common Stock, as reported on the Nasdaq
National Market and the high and low bid prices of the common stock of Ampro, as
reported by the National Quotation Bureau, Inc. Quotations for the Common Stock
of Ampro are limited and sporadic. There is no established public trading market
for the Memphis Shares.

<TABLE>
<CAPTION>
UNISON
---------------------
HIGH LOW
------- -------
<S> <C> <C>
Year Ended December 31, 1995
Fourth Quarter (commencing December 19, 1995)................ $ 9.375 $ 9.000
Year Ending December 31, 1996
First Quarter................................................ 11.750 8.875
Second Quarter............................................... 15.500 10.250
Third Quarter................................................ 14.750 10.875
Fourth Quarter (through October 10, 1996).................... 11.781 10.375
</TABLE>

<TABLE>
<CAPTION>
AMPRO
-------------------
HIGH LOW
------ ------
<S> <C> <C>
Year Ended December 31, 1994
First Quarter.................................................. $3.125 $2.000
Second Quarter................................................. 3.000 2.000
Third Quarter.................................................. 2.500 .500
Fourth Quarter................................................. 1.750 .375
Year Ended December 31, 1995
First Quarter.................................................. 1.250 .500
Second Quarter................................................. .750 .250
Third Quarter.................................................. .500 .125
Fourth Quarter................................................. .250 .125
Year Ending December 31, 1996
First Quarter.................................................. .125 .125
Second Quarter................................................. .125 .125
Third Quarter.................................................. .125 .125
Fourth Quarter (through October 10, 1996)...................... .125 .125
</TABLE>

Pursuant to the Ampro Merger Agreement, each Ampro Share will be converted
into approximately 0.051 of a share of Unison Common Stock. Pursuant to the
Memphis Merger Agreement, each Memphis Share will be converted into
approximately 54 shares of Unison Common Stock, except that the 648 Memphis
Shares owned by William R. Seals will instead by converted into the right to
receive a Unison promissory note in the principal amount of $250,000 and cash in
the amount of approximately $240,000. On June 5, 1996, the last trading day
prior to the announcement by Unison of the proposed mergers, the closing sale
prices of Unison Common Stock was $14.00, and the closing bid and asking price
for Ampro Common Stock was $0.125 and $0.625, respectively. On October 10, 1996,
the closing sale price of Unison Common Stock was $10.375, and on October 10,
1996 the closing bid and asking price for Ampro Common Stock was $0.125 and
$0.625, respectively.

Unison has not paid any dividends on its Common Stock. Ampro and Memphis
have not paid any dividends on their respective Common Stock.

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<PAGE> 21

OTHER ACQUISITIONS

In August 1995, Unison acquired BritWill Healthcare Company, a long-term
health care company operating 28 facilities in Texas and Indiana. The
transaction was accounted for as a purchase.

On March 28, 1996, Unison entered into a definitive purchase and sale
agreement for the acquisition, effective February 1, 1996, of 90% of the common
stock of four rehabilitation therapy centers which provide physical, speech and
occupational therapy services to 41 non-affiliated entities primarily in the
southeastern United States. The transaction was accounted for as a purchase.

Effective August 1, 1996, Unison acquired the leasehold rights to two
skilled nursing facilities located in the State of Washington with an aggregate
of 222 beds. These facilities, Enumclaw and Walla Walla, were previously
operated by Unison under management contracts.

On August 2, 1996, Unison entered into agreements for the acquisition of
Signature Health Care Corporation ("Signature Health Care") and four affiliated
companies, Douglas Manor, Inc. ("Douglas"), Safford Care, Inc. ("Safford"),
Arkansas, Inc. ("Arkansas") and Cornerstone Care, Inc. ("Cornerstone" and
together with Signature Health Care, Douglas, Safford and Arkansas,
"Signature"). The closing of these acquisitions is conditioned on Unison having
entered into a definitive agreement for the acquisition of RehabWest, Inc.
("RehabWest"), which was previously affiliated with Signature. As of the date
hereof, Unison has not reached an agreement for the acquisition of RehabWest.
Signature operates 11 long-term care facilities in Colorado and Arizona. See
"Recent and Pending Unison Acquisitions, Dispositions and Other Commitments" in
the Prospectus/Proxy and Information Statement.

Unison has also acquired leasehold rights to other facilities that were not
material to Unison, including Homestead of McKinney, in McKinney, Texas, and
Valley Vista, in Sandpoint, Idaho.

8
<PAGE> 22

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected pro forma financial information of Unison, Ampro and
Memphis has been derived from their respective historical financial statements,
and should be read in conjunction with such financial statements and the notes
thereto, some of which are included in or incorporated by reference into this
Prospectus/Information Statement Supplement and in the related Prospectus/Proxy
and Information Statement. All information shown is in thousands except per
share amounts.

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
(IN THOUSANDS EXCEPT PER SHARE)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
----------------------- ------------------------------
1996(1)(2) 1995(1)(2) 1995(1)(2) 1994(2) 1993(2)
---------- ---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenues................................ $ 67,122 $ 50,156 $112,480 $18,406 $7,011
Expenses:
Wages and related........................... 33,628 30,656 65,819 9,594 3,689
Other operating............................. 22,168 12,141 31,189 6,462 2,629
Rent........................................ 6,371 5,223 11,447 1,406 206
Interest.................................... 1,370 1,045 2,315 147 44
Depreciation and amortization............... 977 1,165 2,479 285 157
Provision for loss on dispositions.......... 2,000 2,000 2,000 -- --
---------- ---------- ---------- ------- -------
Total expenses...................... 66,514 52,230 115,249 17,894 6,725
---------- ---------- ---------- ------- -------
Income (loss) before income taxes............. 608 (2,074) (2,769) 512 286
Income taxes (benefit)........................ 221 (861) (1,116) 172 177
---------- ---------- ---------- ------- -------
Net income (loss)............................. $ 387 $ (1,213) $ (1,653) $ 340 $ 109
======== ======== ======== ======= ======
Per share data:
Net income (loss) per share................. $ 0.08 $ (0.67) $ (0.88) $ .19 $ .06
Weighted average shares outstanding......... 4,672 1,806 1,889 1,806 1,806
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
1996(3)
----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................... $ 877
Working capital............................. 2,740
Lease operating rights and other assets,
net...................................... 42,907
Goodwill.................................... 12,138
Total assets................................ 89,240
Total debt.................................. 32,697
Stockholders' equity........................ 22,806
</TABLE>

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

(1) Gives effect to the Dispositions and to the BritWill Acquisition and other
acquisitions in 1995 and 1996 (see "Recent and Pending Unison Acquisitions,
Dispositions and Other Commitments" in the Prospectus/Proxy and Information
Statement) as if such transactions had occurred on the first day of the
period presented.

(2) Gives effect to the Dispositions and to the Ampro and Memphis Mergers as if
they had occurred on the first day of the period presented.

(3) Gives effect to the Dispositions and to the Ampro and Memphis Mergers (see
"Recent and Pending Unison Acquisitions, Dispositions and Other Commitments"
in the Prospectus/Proxy and Information Statement) as if they had occurred
on June 30, 1996. See the Unaudited Pro Forma Condensed Combined Financial
Statements and Notes thereto.

9
<PAGE> 23

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following Unaudited Pro Forma Condensed Combined Financial Statements
are presented assuming that the Ampro/Memphis Acquisition will be accounted for
as a pooling-of-interests. Accordingly, the Unaudited Pro Forma Condensed
Combined Financial Statements include the combined operations of Unison, Ampro
and Memphis for all periods presented. The Unaudited Pro Forma Condensed
Combined Balance Sheet has been prepared as if the Dispositions occurred and the
Ampro/Memphis Acquisition had been consummated as of June 30, 1996.

The Unaudited Pro Forma Condensed Combined Statements of Operations also
reflect the Dispositions and include the results of operations of BritWill and
Sunbelt for the periods from January 1, 1995 through the respective dates of
acquisition. BritWill was acquired on August 10, 1995 in a business combination
accounted for as a purchase. Sunbelt was acquired effective February 1, 1996 in
a business combination accounted for as a purchase.

The pro forma information is based on the historical statements of
operations of the acquired businesses giving effect to the assumptions and
adjustments described in the accompanying Notes to Unaudited Pro Forma Condensed
Combined Financial Statements.

The Unaudited Pro Forma Condensed Combined Financial Statements do not
purport to present the results of operations of Unison had the business
combinations taken place on the dates specified, nor are they necessarily
indicative of the results of operations that may be achieved in the future. The
Unaudited Pro Forma Condensed Combined Financial Statements should be read in
conjunction with "Unison Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the separate historical financial
statements and notes thereto included in the Prospectus/Proxy and Information
Statement.

10
<PAGE> 24

UNISON HEALTHCARE CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(IN THOUSANDS)

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
-----------------------------------------------------
PRO
PRO FORMA FORMA
UNISON AMPRO/MEMPHIS(A) ADJUSTMENTS COMBINED
------- ----------------- ----------- -------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................. $ 847 $ 30 $ -- $ 877
Accounts and notes receivable, net......... 22,152 2,149 -- 24,301
Other current assets....................... 2,413 399 -- 2,812
------- ------ ----- --------
Total current assets............... 25,412 2,578 (--) 27,990
Lease operating rights and other assets,
net........................................ 42,588 319 -- 42,907
Goodwill, net................................ 11,195 943 -- 12,138
Property and equipment, net.................. 5,548 657 -- 6,205
------- ------ ----- --------
Total assets....................... $84,743 $ 4,497 $ -- $89,240
======= ====== ===== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt.......... $ 3,576 $ 895 $ -- $ 4,471
Other current liabilities.................. 16,988 1,664 2,000(b)
127(c) 20,779
------- ------ ----- --------
Total current liabilities.......... 20,564 2,559 2,127 25,250
Long-term debt............................... 27,535 691 -- 28,226
Deferred taxes............................... 9,030 -- (800)(b) 8,230
Other long-term liabilities.................. 4,728 -- -- 4,728
------- ------ ----- --------
Total liabilities.................. 61,857 3,250 1,327 66,434
------- ------ ----- --------
Stockholders' equity:
Common stock............................... 3 10 (10)(d) 3
Additional paid-in capital................. 21,804 90 10(d) 21,904
Retained earnings.......................... 1,079 1,147 (1,200)(b)
........................................... (127)(c) 899
------- ------ ----- --------
Total stockholders' equity......... 22,886 1,247 (1,327) 22,806
------- ------ ----- --------
Total liabilities and stockholders'
equity........................... $84,743 $ 4,497 $ -- $89,240
======= ====== ===== ========
Common shares outstanding.................... 3,871 540(e) 4,411
Book value per common share.................. $5.91 $5.17
</TABLE>

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

11
<PAGE> 25

UNISON HEALTHCARE CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
UNISON ACQUISI- DISPOSI- ADJUST- UNISON AMPRO/ ADJUST- PRO FORMA
HISTORICAL TIONS(E) TIONS(G) MENTS PRO FORMA MEMPHIS(K) MENTS COMBINED
---------- -------- -------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Net patient............... $ 63,442 $5,140 $ (6,597) $ -- $61,985 $ -- $ -- $61,985
Other..................... 1,555 569 (300) (249)(h) 1,575 3,562 -- 5,137
------- ------ ----- ------- ------ ------- -------
Total revenues.... 64,997 5,709 (6,897) (249) 63,560 3,562 -- 67,122
Expenses:
Wages and related......... 32,447 3,336 (3,669) -- 32,114 1,514 33,628
Other operating........... 21,172 2,230 (2,478) (249)(h) 20,675 1,493 22,168
Rent...................... 6,653 21 (892) 538(h) 6,320 51 -- 6,371
Interest.................. 1,452 249 (163) (247)(h)
23(i) 1,314 56 -- 1,370
Depreciation and
amortization........... 1,054 121 (190) (113)(h)
7(j) 879 98 -- 977
Provision for loss on
dispositions........... -- -- 2,000 -- 2,000 -- -- 2,000
------- ------ ----- ------- ------ ------- -------
Total expenses.... 62,778 5,957 (5,392) (41) 63,302 3,212 -- 66,514
------- ------ ----- ------- ------ ------- -------
Income (loss) before income
taxes..................... 2,219 (248) (1,505) (208) 258 350 -- 608
Income tax expense
(benefit)................. 932 -- -- (829) 103 118 -- 221
------- ------ ----- ------- ------ ------- -------
Net income (loss)........... $ 1,287 $ (248) $ (1,505) $ 621 $ 155 $ 232 $ -- $ 387
======= ====== ===== ======= ====== ======= =======
Net income per share:
Primary................... $ 0.32 $ 0.04 $ 0.08
Fully diluted............. 0.31 0.04 0.08
Weighed average shares used
in per share calculation:
Primary................... 4,070 4,070 540(e) 4,610
Fully diluted............. 4,132 4,132 540(e) 4,672
</TABLE>

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

12
<PAGE> 26

UNISON HEALTHCARE CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
OTHER PRO FORMA UNISON AMPRO/ PRO FORMA PRO FORMA
UNISON BRITWILL ACQUISITIONS(E) DISPOSITIONS(G) ADJUSTMENTS PRO FORMA MEMPHIS(K) ADJUSTMENTS COMBINED
------- -------- -------------- -------------- ----------- --------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Net patient..... $12,415 $32,723 $7,591 $ (7,232) $ -- $45,497 $ -- $-- $45,497
Other........... 1,029 269 22 (56) (249)(h) 1,015 3,644 -- 4,659
------- ------- ------ ------- ----- ------- ------ ------- -------
Total
revenues... 13,444 32,992 7,613 (7,288) (249) 46,512 3,644 -- 50,156
Expenses:
Wages and
related....... 7,486 19,813 5,164 (3,225) -- 29,238 1,418 -- 30,656
Other
operating..... 4,587 7,422 2,302 (2,716) (249)(h)
(750)(l) 10,596 1,545 -- 12,141
Rent............ 1,151 4,448 75 (950) 538(h)
(94)(m) 5,168 55 -- 5,223
Interest, net... 183 603 289 (98) (338)(h)
140(i)
247(n) 1,026 19 -- 1,045
Depreciation and
amortization... 88 500 127 (134) (183)(h)
43(h)
589(o) 1,030 135 -- 1,165
Provision for loss
and disposition -- -- -- 2,000 -- 2,000 -- -- 2,000
------- ------- ------ ------- ----- ------- ------ ------- -------
Total
expenses... 13,495 32,786 7,957 (5,123) (57) 49,058 3,172 -- 52,230
------- ------- ------ ------- ----- ------- ------ ------- -------
Income (loss)
before
income taxes.... (51) 206 (344) (2,165) (192) (2,546) 472 -- (2,074)
Income tax expense
(benefit)....... 1 26 -- -- (1,045) (1,018) 157 -- (861)
------- ------- ------ ------- ----- ------- ------ ------- -------
Net income
(loss).......... $ (52) $ 180 $ (344) $ (2,165) $ 853 $(1,528) $ 315 $-- $(1,213)
======= ======= ====== ======= ===== ======= ====== ======= =======
Net income per
share........... $ (0.04) $ (1.21) $ (0.67)
Weighed average
shares
used in per
share
calculation..... 1,266 1,266 540(e) 1,806
</TABLE>

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

13
<PAGE> 27

UNISON HEALTHCARE CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
OTHER PRO FORMA UNISON AMPRO/ PRO FORMA PRO FORMA
UNISON BRITWILL ACQUISITIONS(E) DISPOSITIONS(G) ADJUSTMENTS PRO FORMA MEMPHIS(K) ADJUSTMENTS COMBINED
------- -------- --------------- --------------- ----------- --------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Net
patient... $57,743 $38,378 $20,190 $ (14,495) $ -- $101,816 $ -- $-- $101,816
Other...... 3,542 476 73 (131) (499)(h) 3,461 7,203 10,664
------- ------- ------- -------- ------ -------- ------ --- --------
Total
revenues... 61,285 38,854 20,263 (14,626) (499) 105,277 7,203 -- 112,480
Expenses:
Wages and
related... 31,811 23,280 14,427 (6,933) -- 62,585 3,234 -- 65,819
Other
operating... 20,777 8,923 4,857 (5,250) (499)(h)
(875)(l) 27,933 3,256 -- 31,189
Rent....... 6,565 5,223 364 (1,779) 1,076(h)
(110)(m) 11,339 108 -- 11,447
Interest,
net...... 1,058 793 693 (240) (675)(h)
280(i)
288(n) 2,197 118 -- 2,315
Depreciation
and
amortization... 1,050 592 434 (266) (366)(h)
86(i)
687(o) 2,217 262 -- 2,479
Provision for
loss on
dispositions... -- -- -- 2,000 -- 2,000 -- -- 2,000
------- ------- ------- -------- ------ -------- ------ --- --------
Total
expenses... 61,261 38,811 20,775 (12,468) (108) 108,271 6,978 -- 115,249
------- ------- ------- -------- ------ -------- ------ --- --------
Income (loss)
before
income
taxes...... 24 43 (512) (2,158) (391) (2,994 ) 225 -- (2,769 )
Income tax
expense
(benefit)... 50 30 -- -- (1,278) (1,198 ) 82 -- (1,116 )
------- ------- ------- -------- ------ -------- ------ --- --------
Net income
(loss)..... $ (26) $ 13 $ (512) $ (2,158) $ 887 $ (1,796 ) $ 143 $-- $ (1,653 )
======= ======= ======= ======== ====== ======== ====== === ========
Net loss per
share...... $ (0.02) $ (1.33 ) $ (0.88 )
Weighed
average
shares used
in per
share
calculation... 1,349 1,349 540(e) 1,889
</TABLE>

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

14
<PAGE> 28

UNISON HEALTHCARE CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
AMPRO/ PRO FORMA PRO FORMA
UNISON MEMPHIS(K) ADJUSTMENTS COMBINED
------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues:
Net patient.................................. $11,070 $ -- $ -- $11,070
Other........................................ 1,336 6,000 -- 7,336
------ ----- ---- ------
Total revenues....................... 12,406 6,000 -- 18,406
Expenses:
Wages and related............................ 7,149 2,445 9,594
Other operating.............................. 3,902 2,560 -- 6,462
Rent......................................... 1,299 107 1,406
Interest..................................... 84 63 -- 147
Depreciation and amortization................ 51 234 -- 285
------ ----- ---- ------
Total expenses....................... 12,485 5,409 -- 17,894
------ ----- ---- ------
Income (loss) before income taxes.............. (79) 591 -- 512
Income tax expense............................. 1 171 -- 172
------ ----- ---- ------
Net income (loss).............................. $ (80) $ 420 $ -- $ 340
====== ===== ==== ======
Net income (loss) per share.................... $ (0.06) $ 0.19
Weighed average shares used in per share
calculation.................................. 1,266 540(e) 1,806
</TABLE>

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

15
<PAGE> 29

UNISON HEALTHCARE CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
AMPRO/ PRO FORMA PRO FORMA
UNISON MEMPHIS(K) ADJUSTMENTS COMBINED
---------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
Revenues:
Net patient.................................... $1,076 $ -- $ -- $ 1,076
Other.......................................... 880 5,055 -- 5,935
------- ------ ---- -------
Total revenues.............................. 1,956 5,055 -- 7,011
Expenses:
Wages and related.............................. 1,455 2,234 3,689
Other operating................................ 545 2,084 -- 2,629
Rent........................................... 99 107 206
Interest....................................... 11 33 -- 44
Depreciation and amortization.................. 7 150 -- 157
------- ------ ---- -------
Total expenses.............................. 2,117 4,608 -- 6,725
------- ------ ---- -------
Income (loss) before income taxes................ (161) 447 -- 286
Income tax expense (benefit)..................... (20) 197 -- 177
------- ------ ---- -------
Net income (loss)................................ $ (141) $ 250 $ -- $ 109
======= ====== ==== =======
Net income (loss) per share...................... $(0.11) $ 0.06
Weighed average shares used in per share
calculation.................................... 1,266 540(e) 1,806
</TABLE>

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

16
<PAGE> 30

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

NOTE 1. PRO FORMA ADJUSTMENTS

The pro forma results do not purport to present the results of operations
of Unison had the business combinations taken place on the dates specified, nor
are they necessarily indicative of the financial position or results of
operations that may be achieved in the future. The Unaudited Pro Forma Condensed
Combined Financial Statements have been prepared under the assumptions set forth
in the following notes.

The adjustments to the pro forma statements of operations are discussed
below.

(a) Represents the combined balance sheets of Ampro and Memphis, as
follows:

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
------------------------------------------
PRO FORMA PRO FORMA
AMPRO MEMPHIS ADJUSTMENTS COMBINED
------ ------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................. $ 14 $ 16 $ -- $ 30
Accounts and notes receivable, net.................... 2,048 101 -- 2,149
Other current assets.................................. 385 14 -- 399
------ ---- ----- ------
Total current assets.......................... 2,447 131 -- 2,578
Lease operating rights and other assets, net............ 319 -- -- 319
Goodwill, net........................................... 943 -- -- 943
Property and equipment, net............................. 497 160 -- 657
------ ---- ----- ------
Total assets.................................. $4,206 $ 291 $ -- $ 4,497
====== ==== ===== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt..................... $ 395 $ 10 $ 490(1) $ 895
Other current liabilities............................. 1,585 79 -- 1,664
------ ---- ----- ------
Total current liabilities..................... 1,980 89 490 2,559
Long-term debt.......................................... 669 22 -- 691
Stockholders' equity:
Common stock.......................................... 10 1 (1) 10
Additional paid-in capital............................ 400 -- (310) 90
Retained earnings..................................... 1,147 179 (179) 1,147
------ ---- ----- ------
Total stockholders' equity.................... 1,557 180 (490) 1,247
------ ---- ----- ------
Total liabilities and stockholders' equity.... $4,206 $ 291 $ -- $ 4,497
====== ==== ===== ======
</TABLE>

- ---------------
(1) Represent the consideration paid for Memphis, comprised of cash in the
amount of $240,000 (assumed to be borrowed) and the issuance of a promissory
note in the amount of $250,000.

(b) In September 1996, Unison announced a plan to dispose of seven nursing
facilities, two of which were not in operation. A provision for loss on
dispositions was recorded in the amount of $2,000,000, net of income taxes of
$800,000.

(c) In connection with the Ampro and Memphis Mergers, Unison paid a
financial advisory fee to Trouver Capital Partners, L.P. in the amount of
approximately $127,000.

(d) To record the Ampro and Memphis Mergers under pooling of interests
accounting.

17
<PAGE> 31

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS -- (CONTINUED)

(e) To record 540,000 common shares to be issued in connection with the
Ampro and Memphis Mergers.

(f) Other Acquisitions: The following table summarizes the operating
results for the following leases entered into from January 1, 1995 through the
later of the date of lease inception or the period of the statement of
operations.

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED DECEMBER
JUNE 30, 1996 31, 1995
ACQUISITION -------------------- --------------------
ACQUISITION DATE REVENUES EXPENSES REVENUES EXPENSES
- ---------------------------------------- ----------- -------- -------- -------- --------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Nightingale Oct. 1995 $ -- $ -- $ 4,438 $ 4,506
The Oaks of Boise July 1995 -- -- 815 911
Sunbelt Therapy Feb. 1996 544 568 5,942 5,725
Franciscan Enumclaw Aug. 1996 2,060 2,294 3,860 4,313
Franciscan Walla Walla Aug. 1996 969 999 1,371 1,507
Other acquisitions(1) July 1996 2,136 2,096 3,837 3,813
------ ------ ------- -------
$5,709 $5,957 $ 20,263 $ 20,775
====== ====== ======= =======
</TABLE>

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

(1) Represents less than 10% of Unison pro forma net income.

(g) To reflect the disposition of the seven nursing facilities described in
note (b) and the provision for loss on disposition amounting to $2,000,000 net
of income taxes of $800,000.

(h) Operating lease pro forma adjustments represent adjustments to the
pre-lease operating results of the facilities identified in note (f). The
historical results have been adjusted to include the lease expense incurred by
Unison, elimination of management fee income to Unison and elimination of the
lessor's depreciation, interest expense and management fees.

(i) Effective as of February 1, 1996, Unison purchased 90% of the
outstanding common stock of Sunbelt. In consideration for the $3,600,000
purchase price, Unison paid cash in the amount of $800,000, issued promissory
notes in the aggregate amount of $1,000,000 (the "Sunbelt Notes") and issued
subordinated convertible debentures in the aggregate amount of $1,800,000 (the
"Sunbelt Debentures"). The Sunbelt Notes and Sunbelt Debentures bear interest at
10.0%, which amounts to approximately $23,000 for the one month ended January
31, 1996, $140,000 for the six months ended June 30, 1995 and $280,000 annually.
The effect of conversion of the Sunbelt Notes and Sunbelt Debentures is not
included in the calculation of historical or pro forma net income per share
because the effect is antidilutive.

(j) To record amortization of goodwill related to the acquisition of
Sunbelt. Under the purchase method of accounting, assets acquired and
liabilities assumed were recorded at the estimated fair value. The excess of the
$3,600,000 purchase price over the net assets acquired was recorded as goodwill
in the amount of $3,433,000 and amortized over 40 years. Such amortization
amounts to approximately $7,000 for the one month ended January 31, 1996,
$43,000 for the six months ended June 30, 1995 and $86,000 annually.

18
<PAGE> 32

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS -- (CONTINUED)

(k) Represents the combined income statements of Ampro and Memphis, as
follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
1996 1995
---------------------------- ----------------------------
PRO FORMA PRO FORMA
AMPRO MEMPHIS COMBINED AMPRO MEMPHIS COMBINED
------ ------- --------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Net patient.................... $ -- $ -- $ -- $ -- $ -- $ --
Other.......................... 3,088 474 3,562 3,225 419 3,644
------ ------- --------- ------ ------- ---------
Total revenues......... 3,088 474 3,562 3,225 419 3,644
Expenses:
Wages and related.............. 1,341 173 1,514 1,273 145 1,418
Other operating................ 1,309 184 1,493 1,359 186 1,545
Rent........................... 37 14 51 40 15 55
Interest....................... 56 -- 56 19 -- 19
Depreciation and
amortization................ 81 17 98 112 23 135
------ ------- --------- ------ ------- ---------
Total expenses......... 2,824 388 3,212 2,803 369 3,172
------ ------- --------- ------ ------- ---------
Income before income taxes....... 264 86 350 422 50 472
Income tax expense............... 94 24 118 143 14 157
------ ------- --------- ------ ------- ---------
Net income....................... $ 170 $ 62 $ 232 $ 279 $ 36 $ 315
====== ======= ======== ====== ======= ========
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995 YEAR ENDED DECEMBER 31, 1994
---------------------------- ----------------------------
PRO FORMA PRO FORMA
AMPRO MEMPHIS COMBINED AMPRO MEMPHIS COMBINED
------ ------- --------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Net patient.................... $ -- $ -- $ -- $ -- $ -- $ --
Other.......................... 6,421 782 7,203 5,152 848 6,000
------ ------- --------- ------ ------- ---------
Total revenues......... 6,421 782 7,203 5,152 848 6,000
Expenses:
Wages and related.............. 2,913 321 3,234 2,119 326 2,445
Other operating................ 2,864 392 3,256 2,159 401 2,560
Rent........................... 79 29 108 77 30 107
Interest....................... 118 -- 118 63 -- 63
Depreciation and
amortization................ 194 68 262 147 87 234
------ ------- --------- ------ ------- ---------
Total expenses......... 6,168 810 6,978 4,565 844 5,409
------ ------- --------- ------ ------- ---------
Income (loss) before income
taxes.......................... 253 (28) 225 587 4 591
Income tax expense (benefit)..... 86 (4) 82 170 1 171
------ ------- --------- ------ ------- ---------
Net income (loss)................ $ 167 $ (24) $ 143 $ 417 $ 3 $ 420
====== ======= ======== ====== ======= ========
</TABLE>

19
<PAGE> 33

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
----------------------------
PRO FORMA
AMPRO MEMPHIS COMBINED
------ ------- ---------
<S> <C> <C> <C>
Revenues:
Net patient............................................. $ -- $ -- $ --
Other................................................... 4,190 865 5,055
------ ------- ---------
Total revenues.................................. 4,190 865 5,055
Expenses:
Wages and related....................................... 1,872 362 2,234
Other operating......................................... 1,681 403 2,084
Rent.................................................... 77 30 107
Interest................................................ 33 -- 33
Depreciation and amortization........................... 81 69 150
------ ------- ---------
Total expenses.................................. 3,744 864 4,608
------ ------- ---------
Income before income taxes................................ 446 1 447
Income tax expense........................................ 197 -- 197
------ ------- ---------
Net income................................................ $ 249 $ 1 $ 250
====== ======= ========
</TABLE>

(l) On August 10, 1995, Unison purchased all of the outstanding common
stock of BritWill, a long-term care company operating approximately 28
facilities located in Texas and Indiana (the "BritWill Acquisition"). In
connection with the BritWill Acquisition, other operating expenses have been
reduced to give effect to the following estimated annual cost savings to be
realized (in thousands):

<TABLE>
<S> <C>
Elimination of duplicate corporate compensation and benefits........ $ 710
Reduction of insurance costs........................................ 300
Reduction of corporate office rent and operating costs.............. 468
Other............................................................... 22
-------
---
$1,500
==========
</TABLE>

(m) To record amortization of a lease liability incurred in connection with
the BritWill Acquisition. The lease liability represents the excess of the value
of BritWill's lease obligations over market lease rates, based on independent
appraisals. Amortization expense related to the lease liability amounts to
approximately $188,000 annually.

(n) To record interest on debt incurred to acquire BritWill. In connection
with the BritWill Acquisition, Unison issued an $8,000,000 senior subordinated
note bearing interest initially at 8.0%, or $640,000 annually. Interest expense
related to other debt obligations was reduced by $147,000 based on the
anticipated replacement of the accounts receivable sales program with BritWill's
receivables financing program.

(o) Under the purchase method of accounting, the BritWill assets acquired
and liabilities assumed were recorded at the estimated fair value as determined
by an independent appraisal. The excess of the purchase price over the fair
value of net assets acquired is being amortized over 40 years, the noncompete
agreement and assembled work force intangible assets are being amortized over
five years, and the lease operating rights intangible assets are being amortized
over the respective lease terms, not to exceed 25 years. Such amortization is
approximately $2,007,000 annually. Amortization expense was reduced by $830,000
annually to eliminate BritWill's historical amortization of intangible assets.

NOTE 2. INCOME TAXES

Estimated provisions for income taxes related to pro forma adjustments are
based on an assumed combined federal and state income tax rate of 40%.

20
<PAGE> 34

THE AMPRO AND MEMPHIS MERGERS

BACKGROUND

The terms of the Ampro and Memphis Merger Agreements are the result of
arm's-length negotiations between representatives of Unison, Ampro and Memphis.
The following is a brief discussion of the events that led to the negotiations,
the Ampro and Memphis Merger Agreements and related transactions.

In November 1995, Mr. Harold McKinney and Mr. Jay McGee,
Secretary-Treasurer and Vice President, respectively, of Ampro and Vice
President and Secretary, also respectively, of Memphis, met with Mr. John Lynch
of Trouver Capital Partners, L.P. to discuss the possible merger of Ampro with
Unison. After initial discussions with Mr. Lynch, Mr. Walker, Unison's Chief
Executive Officer and President, became involved in the possible merger
discussions. On March 26, 1996, the parties signed a letter of intent to merge.
On May 2, 1996, Mr. Walker, Mr. Maguire, President of Ampro, Mr. McKinney and
Mr. McGee met in Phoenix to negotiate more definitive terms of the proposed
merger. During May 1996, Unison completed its due diligence review of the
records and operations of Ampro and Memphis. On May 22, 1996 the parties reached
an understanding of the general terms of the acquisition, subject to preparation
and negotiation of a definitive agreement by attorneys for the parties. On June
6, 1996 an agreement in principle was reached and the following press release
was issued:

Scottsdale, Arizona (June 6, 1996) -- Unison HealthCare Corporation
(Nasdaq/NM:UNHC) announced today that they have reached an agreement to
acquire three clinical reference laboratories which provide lab services
primarily to nursing homes. The three labs are located in Dallas, Texas;
Memphis, Tennessee; and Poplar Bluff, Missouri, and currently serve over
280 facilities. The transaction is expected to be accounted for as a
pooling of interests. The consideration will be Unison common stock valued
at approximately $7 million. The Company expects the acquisition to be
accretive to earnings and anticipates closing before September 30, 1996,
subject to due diligence, regulatory review, and the approval of the Boards
of Directors of the parties. Presently, the three laboratories are
generating annual revenues of over $7,000,000.

Craig R. Clark, executive vice president and chief financial officer
of Unison HealthCare Corporation, commented, "We are pleased to announce
this major transaction which we expect to have a positive impact on our
company in 1996. In addition to strong historic market trends, these
reference labs are ideally situated to provide services to existing Unison
nursing homes, thereby further improving the Company's profitability."

In closing Mr. Clark added, "This transaction is another important
step in our strategy to control the delivery of ancillary services to our
nursing homes. Such an approach enables us to cost-effectively provide high
quality care which is essential for success in what is increasingly
becoming a managed care environment."

Representing the laboratories being acquired, W. Jerome McGee, one of
the principals, commented, "We are pleased to join a growing organization
such as Unison. Our customers and employees will be better served now that
we are part of a larger organization with a reputation for delivering
cost-effective, high quality service."

Unison HealthCare Corporation is a provider of quality long-term and
specialty health care services. The Company provides a broad range of
health care services including nursing care, rehabilitation therapy,
pharmacy and other specialized services primarily to subacute patients. The
Company currently operates 46 skilled nursing facilities and five
independent living facilities, representing 4,912 beds.

On July 3, 1996, definitive agreements for the Ampro and Memphis Mergers
were signed. The definitive agreements have been approved by the boards of
Unison, Ampro and Memphis. Unison filed copies of the Ampro and Memphis Merger
Agreements as exhibits to a Current Report on Form 8-K dated July 19, 1996.

21
<PAGE> 35

REASONS FOR THE AMPRO AND MEMPHIS MERGERS; RECOMMENDATIONS OF THE BOARDS OF
DIRECTORS

The Boards of Directors of both Ampro and Memphis believe that the Ampro
Merger Agreement and the Memphis Merger Agreement are fair to, and in the best
interests of, Ampro and its shareholders on the one hand, and Memphis and its
shareholders on the other hand, and therefore unanimously recommend that the
shareholders vote for approval of the Ampro Merger Agreement and the Memphis
Merger Agreement. In reaching these conclusions, various factors were considered
by the Board of Directors. The material factors considered were:

1. The financial condition, indebtedness, historical earnings and
operations of Ampro and Memphis, and prospects for future growth in its
earnings, and the corresponding attributes of Unison.

2. The access to additional capital and the potential use of Unison
Common Stock with which to make additional acquisitions and grow the
laboratory business.

3. The knowledge of the Boards of Directors of the reference
laboratory industry.

4. The limited liquidity of the Ampro Common Stock, and the lack of
liquidity of Memphis Common Stock, as compared with the Unison Common
Stock.

5. The premium represented by the Ampro Merger Consideration in
relation to recent prices for Ampro's Common Stock.

6. The determination by the Boards of Directors of Ampro and Memphis
that the consideration to be received by holders of the Ampro Shares and
Memphis Shares pursuant to the Ampro and Memphis Merger Agreements is fair
to such holders from a financial point of view.

7. The terms of the Ampro and Memphis Merger Agreements preventing
solicitation of other offers but permitting the respective Boards of
Directors to withdraw their approval or recommendations of the Ampro and
Memphis Merger Agreements or the Ampro and Memphis Mergers and to provide
information to other prospective acquirors to the extent required by their
fiduciary duties under applicable law. See "The Ampro and Memphis Merger
Agreements -- No Solicitation."

8. The absence in the final Merger Agreements of any termination fee
payable to Unison and a $150,000 maximum expense reimbursement in the Ampro
and Memphis Merger Agreements for failing to complete the Ampro and Memphis
Mergers under certain conditions, which the respective Boards of Directors
believed was reasonable under the circumstances and would not unduly limit
the possibility of a transaction at a higher price with any other potential
acquiror. See "The Ampro and Memphis Merger Agreements -- Expenses."

No special relative weight was given by the Boards of Directors to any one
of the various factors considered in reaching its determination to recommend the
proposed transaction, although the premium represented by the Merger
Consideration in light of the prospects for future growth in the earnings of
Ampro and Memphis and the liquidity of the Unison Common Stock to be received in
the Ampro and Memphis Mergers received special emphasis in the analysis.

Although the factors are interrelated, the Boards believe that factors 1
through 6 generally support the fairness of the Merger Consideration to the
shareholders of Ampro and Memphis and that factors 7 and 8 tend to help assure
that shareholders of Ampro and Memphis will be presented with any other
available alternatives and will have an opportunity to make an informed choice
among them. The Boards of Directors also believe that all of the factors support
its recommendation that the shareholders approve both the Ampro Merger and the
Memphis Merger. The information considered by the Boards of Directors and their
evaluations which support these conclusions are described in the following
paragraphs.

In the judgment of the Boards of Directors of Ampro and Memphis, the Ampro
and Memphis Mergers offer holders of Ampro Shares and Memphis Shares their best
available opportunity to realize an appropriate value on their investment in
Ampro and Memphis. If the Mergers are not approved, the Boards currently intend
that Ampro and Memphis will each continue to operate as an independent company
as though the proposal for the mergers had not occurred. However, Messrs. McGee,
McKinney and Maguire collectively own 9,100,133 shares (89%) of Ampro's Common
Stock and Messrs. McGee, McKinney, Maguire and Seals

22
<PAGE> 36

own 100% of the outstanding stock of Memphis, and all of them have indicated an
intention to vote in favor of the Ampro and Memphis Mergers, so shareholder
approval of both mergers is assured.

The Boards of Directors unanimously recommend that the shareholders of
Ampro and Memphis vote for the proposal to approve and adopt the Merger
Agreements. The Boards of Directors are not asking for proxies, however, and
shareholders are requested not to send proxies to the Boards of Directors.

INTERESTS OF CERTAIN PERSONS IN THE AMPRO AND MEMPHIS MERGERS

In considering the recommendations of the Ampro Board of Directors with
respect to the Ampro Merger, shareholders of Ampro should be aware that certain
members of the Board of Directors and Ampro's management have interests which
present them with actual or potential conflicts of interest. W. Jerome McGee and
Harold N. McKinney, Directors of Ampro, Ampro's current Vice President and
Secretary-Treasurer, respectively, and beneficial owners of 29.57% and 29.70% of
the issued and outstanding Ampro Common Stock, respectively, will each enter
into employment agreements (the "Employment Agreements") with Ampro immediately
following the Ampro Merger. Mr. McGee and Mr. McKinney, however, will not serve
as directors or as executive officers of Ampro following the Ampro Merger.
Pursuant to the Employment Agreements, Mr. McGee and Mr. McKinney will each
serve as a Senior Manager of Ampro on a majority-time basis for initial terms of
two years each. Each of the Employment Agreements provides for a base salary of
$125,000 and a bonus during the initial term of the Employment Agreement equal
to a portion, to be allocated between and by Messrs. McGee and McKinney, of 50%
of the net income of Ampro and Memphis, less $600,000 and certain other
adjustments, for the twelve months ending December 31, 1996 and December 31,
1997.

Mr. McGee, Mr. McKinney and John L. Maguire, each directors, officers and
shareholders of Ampro, are also shareholders of Memphis, and Mr. McGee and Mr.
McKinney are additionally officers and directors of Memphis. Pursuant to the
Memphis Merger Agreement the approximately 35% equity interest held by Messrs.
McGee, McKinney and Maguire will be converted into the right to receive pro rata
portions of 19,000 shares of Unison Common Stock. Messrs. McGee, McKinney and
Maguire will allow an option to acquire the remaining approximate 65% equity of
Memphis to lapse. In the Memphis Merger Agreement, the 65% interest, held by
William R. Seals, the president and manager of Memphis, will be converted into
the right to receive cash in the estimated amount of $240,000 and a promissory
note in the amount of $250,000 (subject to adjustment based on the Federal
capital gains tax rate), bearing interest at the rate of 6% per annum and
requiring a $200,000 principal installment on July 1, 1997 and a final principal
installment on April 15, 1998 (both subject to adjustment as provided in the
Memphis Merger Agreement).

The Ampro Merger Agreement and the Memphis Merger Agreement are mutually
contingent.

MATERIAL CONTRACTS BETWEEN UNISON, AMPRO AND MEMPHIS

As of the date hereof, Ampro provides medical laboratory services to five
Unison facilities in Texarkana, Texas, two of which are being held for
disposition. See "Recent and Pending Unison Acquisitions, Dispositions and Other
Commitments" and "Business of Unison -- Properties" in the Prospectus/Proxy and
Information Statement. Unison and Memphis also are evaluating service of Unison
facilities in Indiana by Memphis. No agreement, however, has been reached for
such service, and the completion of such an agreement cannot be assured.

CERTAIN EFFECTS OF THE AMPRO AND MEMPHIS MERGERS

As a result of the Ampro and Memphis Mergers, current shareholders of Ampro
and Memphis will not have an opportunity to continue their equity interests in
Ampro and Memphis as ongoing corporations, but (except for one Memphis
shareholder) they will have an opportunity to participate in the earnings and
growth of Unison through their receipt and ownership of shares of Unison Common
Stock pursuant to the Ampro and Memphis Mergers.

Upon consummation of the Ampro and Memphis Mergers, Unison will own all of
the outstanding shares of Ampro and Memphis and will be entitled to all of the
benefits and be subject to all the risks that will result from such ownership.
Upon consummation of the Ampro Merger, Ampro shares will no longer be traded in
the over-the-counter market and quoted on the OTC Bulletin Board.

23
<PAGE> 37

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Quarles & Brady, counsel to Unison, has given its opinion concerning
certain tax consequences of the Ampro Merger, a copy of which has been filed as
an Exhibit to the Registration Statement. The opinion does not address the
federal income tax consequences applicable to special classes of taxpayers
including, without limitation, foreign persons, tax-exempt entities, retirement
plans, financial institutions, and persons who acquired their Ampro Shares
pursuant to the exercise of employee options or otherwise as compensation. The
opinion also does not address any state, local or foreign income, property,
transfer or other tax consequences of the Ampro Merger. The tax opinion is based
upon certain customary representations and assumptions (including satisfaction
of the continuity of interest requirement). The obligation of the parties to
consummate the Ampro Merger is not subject to the receipt of a tax opinion in
respect thereof. No rulings have been or will be requested from the Internal
Revenue Service as to the federal income tax consequences of the Ampro and
Memphis Mergers. The opinion of counsel is not binding on the Internal Revenue
Service and the Internal Revenue Service is not precluded from taking a
different position. The opinion is based on the federal income tax laws in
effect on the date of the opinion, and there can be no assurance that future
legislation, regulations, administrative rulings or pronouncements or court
decisions will not adversely affect the accuracy of the opinions contained
therein.

According to the opinion of Quarles & Brady, the Ampro Merger will qualify
as a "reorganization" for federal income tax purposes under Section 368(a)(1)(A)
and 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code"),
and as a result thereof:

(a) the Ampro Merger will not result in recognition of gain or loss by
Unison, Labco or Ampro;

(b) no gain or loss will be recognized by an Ampro shareholder who
receives solely shares of Unison Common Stock in exchange for Ampro Shares;

(c) the aggregate basis of the shares of Unison Common Stock received
by an Ampro shareholder in the transaction (including any fractional share
interest) will be the same as the basis of the Ampro Shares surrendered in
exchange therefor;

(d) the holding period of the shares of Unison Common Stock received
by an Ampro shareholder in the exchange (including any fractional share
interest) will include the holding period for the Ampro Shares exchanged
therefor, provided the Ampro Shares are held as capital assets as of the
effective time of the Ampro Merger;

(e) an Ampro shareholder who receives cash in the Ampro Merger in lieu
of fractional share interests in Unison Common Stock will be treated for
federal income tax purposes as if the fractional shares were issued in the
transaction and then redeemed by Unison. These cash payments will be
treated as having been received as distributions in full payment in
exchange for the stock redeemed as provided in Section 302(a) of the Code.
An Ampro shareholder will recognize capital gain or loss thereon, provided
the Ampro Shares surrendered for such fractional share interests are held
as capital assets as of the effective time of the Ampro Merger, in an
amount equal to the difference between the amount of cash received and the
portion of such shareholder's adjusted tax basis in the Ampro Shares
allocable to such fractional share interests. Such capital gain or loss
will be long-term capital gain or loss if the holding period for such
shares is more than one year.

The following summary also discusses certain federal income tax
consequences of the Ampro Merger and the Memphis Merger. This summary is
provided for general information only and is also based upon the provisions of
the Code, the applicable regulations thereunder, judicial authority and current
administrative rulings and practices as of the date hereof.

The applicable Treasury Regulations require an Ampro shareholder who
receives shares of Unison Common Stock in the Ampro Merger to include in the
shareholder's tax return for the taxable year in which the Ampro Merger occurs a
complete statement of all facts pertinent to the shareholder's nonrecognition of
gain or loss in the Ampro Merger, including the basis in the Ampro Shares
surrendered in the Ampro Merger and the amount of shares of Unison Common Stock
received in the Ampro Merger. In addition, the Ampro shareholder must keep
permanent records in order to determine gain or loss on the subsequent
disposition of the shares of Unison Common Stock received in the Ampro Merger.

24
<PAGE> 38

The Memphis Merger will not qualify as a reorganization for federal income
tax purposes under Section 368(a) of the Code. Rather, the Memphis Merger will
be treated for federal income tax purposes as a taxable purchase of the Memphis
Shares by Unison (i) for Unison shares in the case of three Memphis
shareholders, and (ii) for cash and a promissory note of Unison in the case of
one Memphis shareholder. A Memphis shareholder who receives Unison shares or
cash and a promissory note in the Memphis Merger will recognize capital gains or
losses thereon, provided the Memphis Shares surrendered therefor are held as
capital assets as of the effective time of the Memphis Merger, in an amount
equal to the difference between the fair market value of the Unison shares or
the amount of cash and the promissory note received, as the case may be, and
such shareholder's adjusted basis in the Memphis Shares. Such capital gains or
loss will be long-term capital gains or loss if the holding period for such
shares is more than one year. The Memphis shareholder who receives cash and a
promissory note should be entitled to use the installment method of accounting
with respect to the sale of his Memphis Shares. No gain or loss will be
recognized by Unison, Memco or Memphis in the Memphis Merger.

Backup withholding at the rate of thirty-one percent (31%) may apply to the
proceeds from the taxable sale, exchange or other disposition by an Ampro
shareholder of Ampro Shares or fractional share interests of Unison Common
Stock, or by a Memphis shareholder of Memphis Shares, unless the shareholder is
a corporation or other exempt recipient or provides certain certifications,
including a correct taxpayer identification number. Backup withholding is not an
additional tax; rather, the amount withheld is creditable against the
shareholder's federal income tax liability.

THE FEDERAL INCOME TAX CONSEQUENCES DISCUSSED ABOVE DEPEND UPON EACH AMPRO
OR MEMPHIS SHAREHOLDER'S PARTICULAR TAX STATUS, AND FURTHER DEPEND ON FEDERAL
INCOME TAX LAWS, REGULATIONS, RULINGS AND DECISIONS WHICH ARE SUBJECT TO CHANGE
(WHICH CHANGES MAY BE RETROACTIVE IN EFFECT). ACCORDINGLY, EACH SHAREHOLDER IS
URGED TO CONSULT SUCH SHAREHOLDER'S OWN TAX ADVISOR FOR A COMPLETE DESCRIPTION
OF THE TAX CONSEQUENCES TO SUCH SHAREHOLDER, INCLUDING THE APPLICABILITY AND
EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME, PROPERTY, TRANSFER OR OTHER TAX
LAWS.

RESALE OF UNISON COMMON STOCK

The shares of Unison Common Stock to be issued to shareholders of Ampro and
Memphis in the Ampro and Memphis Mergers have been registered under the
Securities Act and may be freely traded by shareholders who, at the time of the
Ampro/Memphis Special Meeting, are not "affiliates" of Ampro or Memphis (and are
not affiliates of Unison at the time of a proposed resale).

Under the Securities Act, Unison shares received by affiliates of Ampro or
Memphis may be resold by them only (i) pursuant to a further registration under
the Securities Act of the shares to be sold, (ii) in conformity with the resale
provisions of Rule 145, or (iii) in accordance with another available exemption
from the registration requirements. Unison's obligation to consummate the Ampro
and Memphis Mergers is conditioned upon the receipt of an executed Affiliate
Agreement to comply with such resale restrictions from each person who may be
deemed to be an "affiliate" of Ampro and Memphis within the meaning of the
Securities Act and Rule 145 and to whom shares of Unison Common Stock are issued
in the Ampro and Memphis Mergers. An "affiliate" is defined under the rules
promulgated pursuant to the Securities Act as a person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the company in question. For this purpose, Unison
will treat each executive officer and each director of Ampro or Memphis as an
"affiliate," and shares of Unison Common Stock issued to such persons in the
Ampro and Memphis Mergers will be transferable only in compliance with the
Affiliate Agreement. Unison is not obligated to register Unison Common Stock
owned by affiliates of Ampro or Memphis under the Securities Act for resale.
Those persons who have been identified as affiliates of Ampro or Memphis have
been so advised.

ACCOUNTING TREATMENT

The Agreements contemplate that the overall transaction comprised of the
Ampro Merger and the Memphis Merger combined will be treated as a
"pooling-of-interests" for accounting purposes.

25
<PAGE> 39

THE AMPRO AND MEMPHIS MERGER AGREEMENTS

The following is a summary of certain provisions of the Ampro Merger
Agreement and the Memphis Merger Agreement, a copies of which are attached as
Annex A and Annex B, respectively, to this Prospectus/Information Statement
Supplement. Such summaries are is qualified in their entirety by reference to
the full text of such Agreements. Capitalized terms not otherwise defined herein
shall have the meanings assigned to them in the Agreements, which are
incorporated into this Prospectus/Information Statement Supplement by this
reference.

GENERAL; EFFECTIVE TIME

The Ampro Merger Agreement provides that, subject to the approval by the
holders of a majority of Ampro's Shares outstanding on the Record Date, and upon
the satisfaction or waiver of certain other conditions set forth in the Ampro
Merger Agreement, Labco will be merged with and into Ampro, which will be the
surviving corporation of the Ampro Merger and will become a wholly-owned
subsidiary of Unison. At the Effective Time, each of the outstanding Ampro
Shares, other than shares held by Ampro as treasury stock, will be converted
into the right to receive the Ampro Merger Consideration upon surrender of the
certificate representing such share. Cash will be paid in lieu of fractional
shares of Unison Common Stock. At the Effective Time, each outstanding share of
Common Stock of Labco will be converted into one share of Common Stock of the
surviving corporation to the Ampro Merger.

If the Ampro Merger Agreement is approved by the required vote of Ampro's
shareholders and if the other conditions to the Ampro Merger are satisfied or
waived, the Ampro Merger will become effective when Articles of Merger are filed
with the Division of Corporations and Commercial Code of the State of Utah and
the Labco Certificate of Merger is filed with the Secretary of the State of
Delaware. It is expected that such Effective Time will be on or about October
29, 1996 (subject to compliance with, or waiver of, the other conditions
contained in the Ampro Merger Agreement).

The Memphis Merger Agreement provides that Memco will be merged with and
into Memphis with Memphis being the surviving corporation, and each outstanding
share of common stock of Memphis (the "Memphis Shares") will be converted into
the right to receive approximately 54 shares of Unison Common Stock, except that
the 648 Memphis Shares owned by William R. Seals will instead be converted into
the right to receive a Unison promissory note in the principal amount of
$250,000 and cash in the amount of approximately $240,000. An option for the
Memphis Shares owned by Mr. Seals which he gave to the other Memphis
shareholders will be allowed to lapse unexercised. The Ampro Merger and the
Memphis Merger are mutually contingent transactions.

If the Memphis Merger Agreement is approved by the required vote of the
Memphis shareholders and if the other conditions to the Memphis Merger are
satisfied or waived, the Memphis Merger will become effective when Articles of
Merger are filed with the Secretary of State of the State of Tennessee and the
Memco Certificate of Merger is filed with the Secretary of State of the State of
Delaware. It is expected that such Effective Time will be on or about October
29, 1996 (subject to compliance with, or waiver of, the other conditions
contained in the Memphis Merger Agreement).

REQUIRED VOTE

Under Ampro's Articles of Incorporation, as amended, and the URBCA, the
Ampro Merger will be approved if it receives the affirmative vote of the holders
of at least a majority of the outstanding Ampro Shares. Similarly, under the
Memphis Articles of Incorporation, as amended, and the Tennessee Business
Corporation Act, the Memphis Merger will be approved if it receives the
affirmative vote of the holders of at least a majority of the Memphis Shares. No
vote of Unison stockholders is required, or will be sought, to consummate the
transaction.

As of both June 5, 1996, the last trading day prior to the announcement by
Unison of the proposed Ampro and Memphis Mergers, and the date hereof, the Ampro
and Memphis directors and officers and their affiliates owned beneficially or of
record 89% of the outstanding Ampro Shares and 100% of the Memphis

26
<PAGE> 40

Shares entitled to vote at the Ampro/Memphis Special Meeting. See "Principal
Shareholders of Ampro and Memphis." All of such persons have indicated that they
intend for vote for the Ampro and Memphis Mergers, so approval by the Ampro and
Memphis shareholders is assured. The directors and executive officers of Unison
and their affiliates beneficially own no such Shares, and Unison and its
subsidiaries own no such Shares.

EXCHANGE OF SHARES

Promptly after the effective time of the Ampro and Memphis Mergers, Harris
Trust and Savings Bank, the Exchange Agent under the Ampro and Memphis Merger
Agreements (the "Exchange Agent"), will mail to each record holder of an
outstanding certificate or certificates which immediately prior to the effective
time represented outstanding Ampro Shares (the "Certificates"), other than
holders who have perfected their dissenters' rights as described herein (see
"Rights of Dissenting Shareholders"), a form of letter of transmittal and
instructions for use in effecting the surrender of the Certificates in exchange
for certificates representing shares of Unison Common Stock plus cash in lieu of
fractional shares. Upon surrender to the Exchange Agent of a Certificate,
together with such letter of transmittal duly executed and any other required
documents, the holder of such Certificate will be entitled to receive in
exchange therefor that number of whole shares of Unison Common Stock into which
such holder's shares of Ampro Common Stock or Memphis Common Stock were
converted and, if applicable, payment for any fractional shares in cash (without
interest) in an amount equal to the Unison/Ampro Average Closing Price
multiplied by the fraction of a share of Unison Common Stock the holder would
otherwise be entitled to receive. Until so surrendered for exchange, each
Certificate shall represent for all purposes solely the right to receive the
Merger Consideration, without any interest thereon.

CONDITIONS OF THE AMPRO AND MEMPHIS MERGERS

The Ampro and Memphis Mergers will occur only if the Ampro and Memphis
Merger Agreements are approved at the Ampro/Memphis Special Meeting by the
required vote of the shareholders of Ampro and Memphis, respectively, in
accordance with applicable law. In addition, the obligations of Unison, on the
one hand, and of Ampro and Memphis, on the other, to consummate the transactions
contemplated by the Ampro and Memphis Merger Agreements are subject to the
satisfaction of certain conditions (any of which may be waived by the party or
parties entitled to the benefit thereof), including (i) the absence of any order
or injunction directing that the transactions contemplated by the Ampro and
Memphis Merger Agreements not be consummated, (ii) the receipt of all necessary
governmental consents and approvals required for consummation of the Ampro and
Memphis Mergers and the transactions contemplated hereby, (iii) the continued
effectiveness of the registration statement covering the shares of Unison Common
Stock to be issued pursuant to the Ampro and Memphis Mergers and the absence of
any stop order by the Commission with respect thereto, (iv) the approval for
listing on the Nasdaq National Market of the shares of Unison Common Stock to be
issued pursuant to the Ampro and Memphis Mergers, (v) the accuracy of the
representations and warranties of each party to the Ampro and Memphis Merger
Agreements, (vi) the performance by the other party in all material respects of
all obligations required to be performed by it under the Ampro and Memphis
Merger Agreements, (vii) in the case of the Ampro Merger Agreement, there not
being more than five percent of the Ampro Shares (i.e., by holders of not more
than 510,000 Ampro Shares) dissenting to the Ampro Merger under the URBCA,
(viii) the receipt of certain tax and securities representation letters by
affiliates of Ampro and Memphis, and (ix) the receipt of certain customary
closing certificates and legal opinions.

Except as described above, Ampro and Memphis are not aware of any license
or regulatory permit that is material to their business that might be adversely
affected by the Ampro and Memphis Mergers, nor of any approval or other action
by any governmental, administrative or regulatory agency or authority that would
be required prior to the Ampro and Memphis Mergers, other than certain filings
under the state securities laws required for the registration of the Unison
Common Stock to be issued pursuant to the Ampro and Memphis Mergers.

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REPRESENTATIONS AND WARRANTIES

The Ampro and Memphis Merger Agreements contain representations,
warranties, covenants and agreements by each of the parties regarding, among
other things, their organization, authority to enter into the transaction, and
requisite consents and approvals. In addition, Ampro and Memphis make certain
representations and warranties regarding, among other things, their respective
capitalization, litigation, employment agreements, employee benefit plans, tax
matters, compliance with applicable laws, title to properties and environmental
matters. The representations and warranties of each of the parties to the Ampro
and Memphis Merger Agreements will expire on consummation of the Ampro and
Memphis Mergers.

COVENANTS

Ampro and Memphis have each agreed that pending the Ampro and Memphis
Mergers they will conduct their business in the ordinary course, seek to
preserve their current business organization, seek to keep available the
services of their current officers and employees and seek to preserve their
relationships with customers and suppliers. In addition, Ampro and Memphis have
each agreed to a number of specific limitations respecting their activities
prior to the effective time of the Ampro and Memphis Mergers. Except as
contemplated by or provided in the Ampro and Memphis Merger Agreements or as
otherwise agreed by Unison, Ampro and Memphis have each promised that they will
not, among other things: change its authorized or issued capital stock,
including through a grant of a stock option or other right to purchase shares of
capital stock, through issuance of a security convertible into such capital
stock or grant of registration rights, the purchase, redemption, retirement or
acquisition of any shares of any such capital stock or the declaration or
payment of any dividend or other distribution or payment in respect of shares of
capital stock; amend their Articles of Incorporation of Bylaws; pay any bonuses,
or increase salaries or other compensation to any employee, or enter into any
employment, severance, or similar contract with any director, officer, or
employee other than in the ordinary course of business; adopt or increase the
payments to or benefits under any profit sharing, bonus, deferred compensation,
savings, insurance, pension, retirement, or other employee benefit plan for or
with any employees; sell (other than sales of inventory in the ordinary course
of business), lease, or otherwise dispose of any asset or property or mortgage,
pledge, or allow the imposition of any lien or other encumbrance on any material
asset or property; or change their accounting methods.

NO SOLICITATION

The Ampro and Memphis Merger Agreements provide that Ampro, Memphis and
their officers may not initiate or continue discussions or negotiations in
respect of any of the following events (a "Third Party Acquisition"): (i) the
acquisition of Ampro or Memphis by merger, consolidation or other business
combination transactions by anyone other than Unison or its affiliates (a "Third
Party"); (ii) the acquisition by any Third Party of, or any divestiture or other
transaction resulting in Ampro or Memphis owning less than, fifty percent (50%)
or more (in book value or market value) of its total assets as of the date of
the Ampro and Memphis Merger Agreements; (iii) the acquisition by a Third Party
of fifty percent (50%) or more of the outstanding shares of Ampro or Memphis,
whether by tender offer, exchange offer or otherwise; or (iv) the adoption by
Ampro or Memphis of a plan of liquidation or recapitalization or the declaration
of payment of any extraordinary dividend. Ampro and Memphis may, however,
furnish information and access in response to requests that were not solicited
by Ampro or Memphis after the date of the Ampro and Memphis Merger Agreements
and may participate in discussions and negotiate with such entities or groups
concerning any merger, sale of assets, sales of stock or similar transactions
involving Ampro or Memphis if the affected company's Board of Directors
determines, in its good faith reasonable judgment after consultation with
counsel, that failing to take such action would be a breach of the Board of
Directors' fiduciary duties to its shareholders. Additionally, Ampro's Board of
Directors may take and disclose to Ampro shareholders a position contemplated by
Commission rules 14d-9 and 14e-2 under the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") with respect to a tender offer for Ampro Shares.
No requests for information or sale discussions with any Third Party have
occurred since the date of the Ampro and Memphis Merger Agreements and prior to
the date of this Prospectus/Information Statement Supplement.

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AMENDMENT

Subject to the provisions of applicable law, the Ampro and Memphis Merger
Agreements may be amended by the written agreement of the parties at any time
prior to the Effective Time.

TERMINATION

The Ampro Merger Agreement may be terminated and the Ampro Merger may be
abandoned at any time prior to the effective time of the Ampro Merger by the
mutual written consent of Unison and Ampro. In addition, the Ampro Merger
Agreement may be terminated:

(i) by Unison if the Unison/Ampro Average Closing Price is greater
than $15.00 or by Ampro if the Unison/Ampro Average Closing Price is less
than $11.00;

(ii) by either Unison or Ampro if the closing shall not have taken
place on or prior to October 30, 1996;

(iii) by either Unison or Ampro if a material breach of any provision
of the Ampro Merger Agreement has been committed by the other party and
such breach has not been waived;

(iv) by either Unison or Ampro if the other party's conditions to
closing have not been satisfied as of the closing date or if satisfaction
of such a condition is or becomes impossible and such condition has not
been waived;

(v) by Unison or Ampro if the Board of Directors of Ampro withdraws or
materially modifies or changes its favorable recommendation of the Ampro
Merger Agreement or the Ampro Merger, provided that Ampro may terminate on
this basis only if there exists at such time a proposal for a Third Party
Acquisition and the Ampro Board of Directors determines that the failure to
take such action would be a breach of its fiduciary duties to the Ampro
shareholders or other constituencies under applicable law, and provided
that Ampro has reimbursed Unison for its Ampro Merger related expenses in
an amount not to exceed $100,000; or

(vi) by mutual consent of Unison and Ampro.

Ampro may elect not to terminate the Ampro Merger Agreement even if the
Unison/Ampro Average Closing Price falls below $11.00 per share. In determining
whether to elect to terminate the Ampro Merger Agreement in these circumstances,
Ampro's Board of Directors will take into account, consistent with its fiduciary
duties, all relevant facts and circumstances existing at the time, including,
without limitation, the market for reference laboratory stocks in general, the
relative value of Unison Common Stock in the market and the advice of its
advisors and legal counsel. By approving the Ampro Merger Agreement, Ampro
shareholders would permit the Board of Directors of Ampro to determine, in the
exercise of its fiduciary duties, to proceed with the Ampro Merger even though
the Unison/Ampro Average Closing Price was below $11.00 per share.

Similarly, the Memphis Merger Agreement may be terminated and the Memphis
Merger may be abandoned at any time prior to the effective time of the Memphis
Merger by the mutual written consent of Unison and Memphis. In addition, the
Memphis Merger Agreement may be terminated:

(i) by either Unison or Memphis if the closing shall not have taken
place on or prior to October 30, 1996;

(ii) by either Unison or Memphis if a material breach of any provision
of the Memphis Merger Agreement has been committed by the other party and
such breach has not been waived;

(iii) by either Unison or Memphis if the other party's conditions to
Closing have not been satisfied as of the closing date or if satisfaction
of such a condition is or becomes impossible and such condition has not
been waived;

(iv) by Unison or Memphis if the Board of Directors of Memphis
withdraws or materially modifies or changes its favorable recommendation of
the Memphis Merger Agreement or the Memphis Merger,

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<PAGE> 43

provided that Memphis may terminate on this basis only if there exists at
such time a proposal for a Third Party Acquisition and the Memphis Board of
Directors determines that the failure to take such action would be a breach
of its fiduciary duties to the Ampro shareholders or other constituencies
under applicable law, and provided that Ampro has paid Unison for its
Memphis Merger related expenses in an amount not to exceed $50,000; or

(v) by mutual consent of Unison and Memphis.

EXPENSES

The Ampro Merger Agreement provides that if it is terminated because the
Ampro Merger has not become effective prior to October 30, 1996, or if it is
terminated by either party because Ampro's Board of Directors has withdrawn its
favorable recommendation of the Ampro Merger, and within nine months thereafter
a Third Party Acquisition occurs or there is a letter of intent or public
announcement of intent to effect a Third Party Acquisition, or if any person or
group effects a tender or exchange offer which will result in such persons or
group owning more than twenty percent (20%) of the outstanding Ampro Shares or
substantially all of the assets of Ampro for a consideration greater than the
consideration to be received in the Ampro Merger, Ampro is required to pay
Unison's Ampro Merger related expenses up to $100,000. The Memphis Merger
Agreement includes a similar provision, but its limit on repayment of Unison
expenses is $50,000.

RIGHTS OF DISSENTING SHAREHOLDERS

Pursuant to Sections 16-10a-1301 through 16-10a-1331 of the URBCA, copies
of which are attached to this Prospectus/Information Statement Supplement as
Annex C, shareholders of Ampro may dissent from, and obtain payment of the fair
value of their Ampro Shares in the event of the consummation of the Ampro
Merger. An Ampro shareholder who wishes to assert dissenters' rights in
connection with the Ampro Merger must: (i) deliver to Ampro, before a vote is
taken with respect to the Ampro Merger, written notice of the shareholder's
intent to demand payment for the shareholders' Ampro Shares if the Ampro Merger
is effectuated; and (ii) not vote in favor of the Ampro Merger.

If the Ampro Merger is authorized at the Ampro Special Meeting and if the
other conditions of the Ampro Merger are satisfied or waived, Ampro will deliver
a written dissenters' notice to all Ampro shareholders who have satisfied the
requirements described above to assert those rights. Ampro will send the
dissenters' notice no later than ten days after the Ampro Merger is effectuated.

The dissenters' notice delivered by Ampro will: (i) state that the Ampro
Merger was authorized and the effective date of the Ampro Merger; (ii) state an
address at which Ampro will receive payment demands and an address at which
certificates for Ampro Shares must be deposited; (iii) include a form for
demanding payment; and (iv) set a date by which Ampro must receive the payment
demand and by which certificates for Ampro Shares must be deposited at the
address for such deposits in the dissenters' notice, which dates may not be
fewer than 30 days nor more than 70 days after the date the dissenter's notice
is given. Additionally, Ampro may require that when a record holder of Ampro
Shares dissents with respect to the shares held by any one or more beneficial
holders of Ampro Shares, each beneficial holder of Ampro Shares must certify to
Ampro that both such beneficial owner and the record holder of Ampro Shares
beneficially owned by such beneficial owner have asserted dissenters' rights as
to all the Ampro Shares. If Ampro so requires, the dissenter's notice will state
this requirement. The dissenter's notice will include a copy of URBCA Sections
16-10a-1301 through 16-10a-1331.

An Ampro shareholder to whom a dissenter's notice is sent must: (i) demand
payment on the form provided and within the time period set forth in the
dissenter's notice; (ii) deposit certificates for Ampro Shares in accordance
with the terms of the dissenter's notice; and (iii) if required by Ampro,
certify in writing whether the dissenting Ampro Shares were acquired before the
date of the first announcement to news media or to Ampro shareholders of the
terms of the Ampro Merger. A shareholder of Ampro who demands payment as
described above retains all rights of a shareholder of Ampro except the right to
transfer the shares until the

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effective time of the Ampro Merger and thereafter has only the right to receive
the fair value of his or her Ampro Shares.

A SHAREHOLDER OF AMPRO WHO DOES NOT DEMAND PAYMENT AND DEPOSIT CERTIFICATES
AS REQUIRED IS NOT ENTITLED TO PAYMENT UNDER URBCA SECTIONS 16-10A-1301 THROUGH
16-10A-1331.

Since all of the shareholders of Memphis have indicated that they intend to
vote in favor of the Memphis Merger Agreement, they will not be entitled to
dissenters' rights under applicable law.

UNISON, AMPRO AND MEMPHIS SHARES

UNISON COMMON STOCK

For a description of Unison Common Stock and Unison's authorized but
unissued preferred stock, see "Description of Unison Capital Stock" in the
Prospectus/Proxy and Information Statement.

For information as to market prices of and dividends on Unison Common
Stock, see "Summary -- Market Price Data and Dividends" in this
Prospectus/Information Statement Supplement and "Summary -- Market Price Data
and Dividends" and "Unison Market Price Data and Dividend Policy" in the
Prospectus/Proxy and Information Statement. On June 5, 1996, the last trading
day prior to the announcement by Unison of the proposed Ampro and Memphis
Mergers, the closing sale price of Unison Common Stock was $14.00, and the
closing bid and asking price for Ampro Common Stock was $0.125 and $0.625,
respectively. On October 10, 1996, the closing sale price of Unison Common Stock
was $10.375, and the closing bid and asking price for Ampro Common Stock was
$0.125 and $0.625, respectively.

AMPRO SHARES

Shares of Ampro are traded over-the-counter and are quoted on the OTC
Bulletin Board (under the symbol APRH). To Ampro's knowledge, no dealer makes a
market in Ampro's Shares. Quotes for Ampro Shares on the OTC Bulletin Board are
infrequent and do not constitute an established market for Ampro Shares. Ampro
has not paid any dividends on its Common Stock. The Ampro Merger Agreement
provides that Ampro will not declare payment of any extraordinary dividend.

MEMPHIS SHARES

There is no trading in or market for the Memphis Shares. Memphis did not
pay any dividends in 1993, 1994 or 1995. The Memphis Merger Agreement provides
that Memphis will not declare payment of any extraordinary dividend.

COMPARISON OF SHAREHOLDER RIGHTS

Unison is incorporated in the State of Delaware under the Delaware General
Corporation Law (the "DGCL"), Ampro is incorporated in the State of Utah under
the URBCA and Memphis is incorporated in the State of Tennessee under the
Tennessee Business Corporation Act ("TBCA"). Ampro and Memphis shareholders
will, upon consummation of the Ampro and Memphis Mergers, become shareholders of
Unison and their rights will be governed by Unison's Amended Certificate of
Incorporation (the "Unison Certificate") By-laws (the "Unison By-laws"). Neither
the directors nor the executive officers of Unison will change as a result of
the transaction.

Certain material differences between the rights of stockholders of Unison
and shareholders of Ampro and Memphis are set forth below. This summary is not
intended to be relied upon as an exhaustive list or detailed description of the
provisions discussed and is qualified entirely by the DGCL, the URBCA, the TBCA,
the Unison Certificate, Unison By-laws, the Ampro Articles of Incorporation, as
amended (the "Ampro Articles"), the Ampro By-laws (the "Ampro By-laws"), the
Memphis Charter of Incorporation (the "Memphis Charter") and the Memphis By-laws
(the "Memphis By-laws") to which Ampro and Memphis shareholders are referred.

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AUTHORIZED SHARES OF CAPITAL STOCK

The Unison Certificate authorizes the issuance of (i) 10,000,000 shares of
Common Stock, par value $.001 per share, (ii) 1,000,000 shares of Preferred
Stock, $.001 par value per share, none of which have been issued. As of
September 30, 1996, there were outstanding (a) 3,989,815 shares of Unison Common
Stock, and (b) employee options to purchase an aggregate of 344,703 shares of
Unison Common Stock (the Board of Directors of Unison has approved, subject to
stockholder approval of an increase in the number of shares of Unison Common
Stock authorized for issuance under Unison's 1995 Stock Option Plan (the "Option
Plan"), options for an additional 416,850 shares). While the Ampro Merger
Agreement will not require a vote by the stockholders of Unison, Unison will
seek stockholder approval at a special meeting of Unison stockholders to
increase the number of authorized shares of Unison Common Stock from 10,000,000
to 25,000,000 and to approve an amendment to the Option Plan to increase the
total number of shares authorized for issuance under the Option Plan from
511,046 shares to 800,000 shares and to change the formula grants of options
from 6,246 shares upon election to the Board and on each fifth anniversary
thereafter to 15,000 shares (17,500 shares in the case of the Chairman)
beginning with September 1996 and at each annual meeting thereafter (provided
the recipient remains a nonemployee director).

The authorized capital stock of Ampro consists of 50,000,000 shares of
Common Stock, $.001 par value. As of the Record Date (October 9, 1996),
10,200,000 shares of Common Stock of Ampro were issued and outstanding.

The authorized capital stock of Memphis consists of 1,000 shares, with no
par value. As of the Record Date, 1,000 shares of Memphis common stock were
issued and outstanding.

Based upon the number of shares outstanding as noted above and the number
of shares of Unison Common Stock to be issued in the Ampro and Memphis Mergers,
upon consummation of the Ampro and Memphis Mergers former shareholders of Ampro
and Memphis are expected to own approximately 11.9% of the outstanding Unison
Common Stock immediately after the Ampro and Memphis Mergers (approximately 8.9%
if the Signature Mergers are also consummated -- see "Recent and Pending
Acquisitions, Dispositions and Other Commitments" in the Prospectus/Proxy and
Information Statement).

CERTAIN CHARTER AND BY-LAW PROVISIONS

Although it is not practical to compare all of the provisions of the Unison
Certificate and the Unison By-laws with the Ampro Articles and Ampro By-laws and
with the Memphis Charter and Memphis By-laws, the following is a summary of a
comparison of certain provisions which may be important to Ampro Shareholders.

DIRECTORS

Unison. The Unison Certificate provides that the Board of Directors of
Unison shall consist of not less than three nor more than eleven directors
(subject to any rights of the holders of shares of any series of Unison
Preferred Stock to elect additional directors), with the number of directors
currently being fixed at nine. The exact number of directors within such range
may be changed from time-to-time by an amendment to the Unison By-laws duly
adopted in accordance with the Unison Certificate.

The Unison Certificate provides for a classified Board of Directors. The
Board of Directors is divided into three classes, designated as Class I, Class
II and Class III Directors. Directors are elected for terms of three years. The
Unison Certificate does not provide for cumulative voting. Cumulative voting for
the election of directors is not required by the DGCL. Accordingly, the holders
of a majority of the outstanding shares of Unison Common Stock may elect all of
the directors of Unison.

Subject to the rights of any series of Preferred Stock, the Unison
Certificate and Unison By-laws provide that any vacancies existing on the Board
of Directors, as well as any newly created directorships resulting from any
increase in the number of directors, shall be filled only by the Board of
Directors, acting by a majority of the directors then in office although less
than a quorum, and any directors so chosen shall hold office for a term
coinciding with the term of the class for which such director shall have been
chosen and until their successors

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shall be elected and qualified. The Unison By-laws provide that, subject to the
rights of any series of Preferred Stock, directors can be removed only for
cause.

Ampro. The Ampro Articles provide that the Board of Directors of Ampro
will consist of no less than two nor more than five directors, with the number
of directors currently being fixed at three. The exact number of directors
within the range may be changed from time-to-time by an amendment to the Ampro
By-laws.

The Ampro Articles do not provide for cumulative voting. Pursuant to the
Ampro By-laws, any vacancies on the Board of Directors may be filled by the
remaining directors (though less than a quorum) until the next election of
directors by the shareholders.

Memphis. The Memphis By-laws provide for a Board of Directors consisting
of three directors. They also provide for cumulative voting for directors.

SPECIAL MEETINGS OF SHAREHOLDERS; SHAREHOLDER ACTION BY WRITTEN CONSENT

Unison. Under the Unison Certificate and Unison By-laws and subject to the
rights of the holders of any series of Unison Preferred Stock, stockholders may
not call a special meeting of stockholders. Special meetings of the stockholders
may only be called by the Chairman of the Board, the President, a majority of
the Board of Directors or by the President when requested in writing by
stockholders owning twenty-five percent (25%) or more in amount of the capital
stock issued and outstanding and entitled to vote.

The DGCL provides that, unless specially prohibited by the certificate of
incorporation, any action required or permitted to be taken by the stockholders
of a corporation may be taken without a meeting, without prior notice and
without a stockholder vote, if a written consent or consents setting forth the
action to be taken is signed by the holders of outstanding shares of capital
stock having the requisite number of votes that would be necessary to authorize
or take such action at a meeting of stockholders. The Unison Certificate
expressly provides that no action shall be taken by the stockholders of Unison
except at an annual or special meeting of stockholders, and no action may be
taken by the written consent of the stockholders.

Ampro. Under the Ampro By-laws and the URBCA, special meetings of the
shareholders may be called by either the President or the Board of Directors and
must be called by the President at the request of the holders of at least 1/3 of
the outstanding shares entitled to vote at the meeting. Shareholders may take
action without a meeting if a written consent is signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

Memphis. Under the Memphis By-laws, special meetings of the shareholders
may be called by either the President or the Board of Directors and must be
called by the President at the request of the holders of not less than sixty
percent (60%) of the outstanding shares entitled to vote at the meeting.
Shareholders may take action without a meeting if a written consent is signed by
all of the shareholders entitled to vote with respect to the subject matter
thereof.

CERTAIN BUSINESS COMBINATIONS

Unison. The Unison Certificate provides that certain mergers,
consolidations, sales or other transfers of assets of, issuances or
reclassification of securities of, or adoptions of, plans of liquidation by,
Unison (individually, a "Business Combination") must be approved by the
affirmative vote of the holders of not less than sixty-six and two-thirds
percent (66 2/3%) of the voting power of the outstanding stock, voting as a
single class, when such action involves a person (an "Interested Person") who,
together with all affiliates or associates of such Interested Person,
beneficially owns five percent (5%) or more of the voting power of the
outstanding stock, excluding any person, firm or corporation which owned,
beneficially or of record, twenty-five percent (25%) or more of any class of
voting securities of Unison on or before August 10, 1995. Such stockholder vote
is not required if the Business Combination is approved in writing by resolution
of the Continuing Directors (as defined in the Unison Certificate). The Ampro
and Memphis Mergers are not a Business Combination and are not subject to this
provision.

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The affirmative vote of the holders of sixty-six and two-thirds percent
(66 2/3%) or more of the voting power of the then outstanding shares of Unison
Voting Stock, voting as a single class, is required to amend, alter or repeal
the foregoing provisions of the Unison Certificate relating to certain business
combinations.

Ampro and Memphis. Neither Ampro nor Memphis have any provisions in their
charter documents or by-laws regarding business combinations.

CERTAIN STATUTORY PROVISIONS

In addition to the changes described above in respect of the charters and
by-laws of Unison, Ampro and Memphis, the Ampro and Memphis Mergers will effect
several changes in the rights of holders of Ampro Shares and the Memphis Shares
as a result of differences between the corporate laws of the states of Delaware,
Utah and Tennessee. The following discussion summarizes certain of the principal
differences affecting the rights of holders of Ampro Shares and the Memphis
Shares. This summary does not purport to be a complete statement of differences
affecting such shareholders' rights under the URBCA, the TBCA and the DGCL and
is qualified in its entirety by reference to the provisions thereof.

Voting Rights with Respect to Extraordinary Corporate Transactions

DELAWARE. Approval of mergers and consolidations and sales, leases or
exchanges of all or substantially all of the property or assets of a
corporation, requires the affirmative vote or consent of the holders of a
majority of the outstanding shares entitled to vote, except that, unless
required by the certification of incorporation, no vote of stockholders of the
corporation surviving a merger is necessary if: (i) the merger does not amend
the certificate of incorporation of the corporation; (ii) either no common stock
of the corporation and no securities or obligations convertible into common
stock are to be issued in the merger; (iii) or the common stock to be issued in
the merger plus that initially issuable on conversion of other securities issued
in the merger does not exceed 20% of the common stock of the corporation
outstanding immediately before the merger.

UTAH. A merger, share exchange or sale of all or substantially all of the
assets of a corporation (other than in the ordinary course of the corporation's
business) requires the approval of a majority (unless the articles of
incorporation, the by-laws or a resolution of the board of directors requires a
greater number) of the outstanding shares of the corporation (voting in voting
groups, if applicable). No vote of the shareholders of the surviving corporation
in a merger is required if: (i) the articles of incorporation of the surviving
corporation will not be changed; (ii) each shareholder of the surviving
corporation whose shares were outstanding immediately before the effective date
of the merger will hold the same number of shares, with identical designations,
preferences, limitations, and relative rights, immediately after the merger;
(iii) the number of voting shares outstanding immediately after the merger, plus
the number of voting shares issuable as a result of the merger (either by the
conversion of securities issued pursuant to the merger or the exercise of rights
and warrants issued pursuant to the merger), will not exceed by more than 20%
the total number of voting shares of the surviving corporation outstanding
immediately before the merger; and (iv) the number of participating shares
(shares that entitle their holders to participate without limitation in
distributions) outstanding immediately after the merger, plus the number of
participating shares issuable as a result of the merger (either by the
conversion of securities issued pursuant to the merger or the exercise of rights
and warrants issued pursuant to the merger), will not exceed by more than 20%
the total number of participating shares of the surviving corporation
outstanding immediately before the merger.

TENNESSEE. The sale, lease, exchange or disposal of all, or substantially
all, of the assets of a Tennessee corporation, not in the ordinary course of
business, as well as any merger, consolidation, or share exchange, generally
must be recommended by the board of directors and approved by the vote of a
majority of the shares entitled to vote on such matters. Under Tennessee law,
the vote of the shareholders of a corporation surviving a merger is not required
if: (i) shareholders of the surviving corporation who held shares before the
merger will hold the same number of shares, with identical rights, immediately
after the merger; (ii) the number of voting shares outstanding immediately after
the merger plus the number of shares to be issued in the merger do not exceed
20% of the total number of voting shares of the surviving corporation
outstanding immediately

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before the merger; and (iii) the merger effects no material amendments to the
charter of the surviving corporation.

Consent to Action without a Meeting

DELAWARE. Unless otherwise provided in the certificate of incorporation,
action requiring the vote of stockholders may be taken without a meeting,
without prior notice and without a vote, by the written consent of stockholders
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which all shares entitled to vote were present and
acted. The Unison Certificate currently prohibits action by written consent of
the stockholders.

UTAH. Unless otherwise provided in the articles of incorporation, action
requiring the vote of shareholders may be taken without a meeting and without
prior notice by one or more written consents of the shareholders having not less
than the minimum number of votes that would be necessary to take such action at
a meeting at which all shares entitled to vote thereon were present and voted
(if shareholder action is by less than unanimous written consent, notice shall
be provided to the shareholders who did not consent at least ten days before the
consummation of the transaction, action or event authorized by the
shareholders). In addition, any written consent for the election of directors
must be unanimous, and the shareholders of any corporation in existence prior to
July 1, 1992 are required to adopt a resolution permitting action by less than
unanimous written consent (otherwise, the shareholders are only permitted to act
by unanimous written consent).

TENNESSEE. Tennessee law provides that, unless otherwise provided in the
charter, shareholders may execute an action by written consent in lieu of a
meeting of shareholders. The Memphis Charter does not prohibit action by written
consent.

Dissenters' Rights

DELAWARE. Stockholders are entitled to demand appraisal of their shares in
the case of mergers or consolidations, except where: (i) they are stockholders
of the surviving corporation and the merger did not require their approval under
the DGCL; (ii) the corporation's shares are either listed on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by The National Association of Securities Dealers,
Inc.; or (iii) the corporation's shares are held of record by more than 2,000
stockholders. Appraisal rights are available in either (i), (ii) or (iii) above,
however, if the stockholders are required by the terms of the merger or
consolidation to accept any consideration other than (a) stock of the
corporation surviving or resulting from the merger or consolidation, (b) shares
of stock of another corporation which are either listed on a national securities
exchange or designated as a national market system security on an interdealer
quotation system by The National Association of Securities Dealers, Inc. or held
of record by more than 2,000 stockholders, (c) cash in lieu of fractional
shares, or (d) any combination of the foregoing. Appraisal rights are not
available in the case of a sale, lease, exchange or other disposition by a
corporation of all or substantially all of its property and assets.

UTAH. In connection with a merger, share exchanges or sale, lease,
exchange or other disposition of all or substantially all of the assets of a
corporation (other than in the ordinary course of the corporation's business), a
dissenting shareholder, after complying with certain procedures, is entitled to
payment from the corporation of the fair value of the shareholder's shares. The
fair value is estimated by the corporation. However, if the shareholder is
unwilling to accept the corporation's estimate, the shareholder may provide the
corporation with an estimate of the fair value and demand payment of that
amount. If the corporation is unwilling to pay that amount, the corporation
shall apply for judicial determination of the fair value. Unless the articles of
incorporation, by-laws or a resolution of the board of directors provide
otherwise, shareholders are not entitled to dissenters' rights when the shares
are listed on a national securities exchange or the Nasdaq National Market, or
are held of record by more than 2,000 holders. However, this exception does not
apply if, pursuant to the corporate action, the shareholder will receive
anything except: (i) shares of the surviving corporation; (ii) shares of a
corporation that is or will be listed on a national securities exchange, the
Nasdaq National Market, or held of record by more than 2,000 holders; (iii) cash
in lieu of fractional shares; or (iv) any combination of the foregoing.

35
<PAGE> 49

TENNESSEE. Although dissenters' rights are provided under Tennessee law,
the Memphis Merger Agreement has received the unanimous consent of the Memphis
shareholders. In connection with a merger, share exchange, sale or exchange of
all, or substantially all, of the property of the corporation other than in the
usual and regular course of business or certain charter amendments which
materially and adversely affect rights of shareholders, shareholders may, by
complying with Chapter 23 of Title 48 of the TBCA, be entitled to exercise
dissenters' rights as described therein. To exercise dissenters' rights: (i) the
shareholder must deliver to the corporation, before a vote is taken on the
proposed corporate action, written notice of intent to demand payment; and (ii)
the shareholder must not vote in favor of the merger (or other corporate action
triggering such rights). Within 10 days following the earlier to occur of (i)
the approval of the merger or (ii) the actual merger, the corporation is
required to mail to each holder of shares of the corporation who has satisfied
the foregoing requirements paragraph a written dissenters' notice which sets
forth, among other things: (i) where demand for payment must be sent and where
and when certificates for certificated shares must be deposited; (ii)
information to holders of uncertificated shares stating to what extent transfer
of the shares will be restricted after the payment demand is received; (iii) a
form for demanding payment which includes the date of the first announcement to
news media or to shareholders of the principal terms of the proposed corporate
action and requires the person asserting dissenters' rights to certify whether
or not he or she acquired beneficial ownership of the shares before that date;
and (iv) a date by which the corporation must receive a payment demand, which
date may not be fewer than one month nor more than two months after the date on
which the notice is delivered.

A shareholder who receives the dissenters' notice must demand payment for
his or her shares, certify whether he or she acquired beneficial ownership of
the shares before the date required to be set forth in the dissenters' notice,
and deposit his or her certificates in accordance with the terms of the notice
or lose the right to demand payment for his or her shares. A demand for payment
by a dissenting shareholder may not be withdrawn, unless the corporation
consents to such request for withdrawal. Upon the later to occur of (i) the
merger or (ii) its receipt of a demand for payment, the corporation shall make
payment to each dissenting shareholder who has complied with the requirements of
the TBCA the amount the corporation estimates to be the fair market value of the
shares, plus accrued interest. The payment shall be accompanied by the
corporation's balance sheet as of the end of the most recent fiscal year, an
income statement for that year, a statement of changes in stockholders' equity
for that year, and the latest interim financial statements available, if any,
along with a statement of the corporation's estimate of the fair value of the
shares, a statement of the dissenting shareholder's right to demand payment of
his or her own estimate of his or her shares if he or she is dissatisfied with
the payment offered, and certain other matters.

A dissenting shareholder may notify the corporation of his or her own
estimate of the fair value of his or her shares and the amount of interest due
and demand payment therefor: (i) if the dissenting shareholder believes that the
amount paid or offered by the corporation is less than the fair value of the
shares or that the interest due was incorrectly calculated; (ii) if the
corporation fails to make payment of the amount such dissenting shareholder
believes is due within two months after the date set for demanding payment; and
(iii) under certain other circumstances. If such demand for payment remains
unsettled for two months after the corporation receives the demand for payment,
the corporation is required to bring an action in a Tennessee court to determine
the fair value of the shares and accrued interest.

Dividends

DELAWARE. Dividends may be paid either (i) out of surplus (the excess at
any time of the net assets of the corporation over the amount of its capital),
or (ii) in case there is no surplus, out of the corporation's net profits for
the fiscal year in which the dividend is declared and/or its net profits for the
preceding fiscal year.

UTAH. A corporation is prohibited from making a distribution to its
shareholders if, after giving effect to the distribution, the corporation would
not be able to pay its debts as they became due in the usual course of business,
or the corporation's total assets would be less than its total liabilities (plus
any amounts necessary to satisfy any preferential rights).

36
<PAGE> 50

TENNESSEE. The TBCA generally allows a Tennessee corporation, subject to
any restrictions set forth in its charter, to declare and pay a dividend on the
corporation's stock so long as, after giving the effect to the dividends, the
corporation is able to pay its debts as they become due in the usual course of
business and the corporation's total assets would be more than the sum of its
total liabilities plus the amount that would be needed, if the corporation were
to be dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolutions of shareholders whose preferential rights are superior
to those receiving a dividend.

Inspection of Books and Records

DELAWARE. Any stockholder of record, upon written demand under oath
stating the purpose thereof, has the right during the usual hours for business
to inspect for any proper purpose, the corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom.

UTAH. Upon providing the corporation with a written demand at least five
business days before the date the shareholder wishes to make an inspection, a
shareholder and his agent and attorneys are entitled to inspect and copy, during
regular business hours, (i) the articles of incorporation, by-laws, minutes of
shareholders meetings for the previous three years, written communications to
shareholders for the previous three years, names and business addresses of the
officers and directors, the most recent annual report delivered to the State of
Utah, and financial statements for the previous three years, and (ii) if the
shareholder is acting in good faith and for a proper purpose, excerpts from the
records of the board of directors and the shareholders (including minutes of
meetings, written consents and waivers of notices), accounting records and
shareholder lists.

TENNESSEE. Any stockholder of a Tennessee corporation has the right to
inspect and copy to corporation's charter, by-laws, minutes of the proceedings
of shareholders and certain communications with shareholders and other documents
and, in certain circumstances, may inspect and copy the corporation's books of
account and stock ledger and demand a statement of the corporation's affairs.

Derivative Suits

DELAWARE. The plaintiff must have been a stockholder of the corporation at
the time of the transaction of which he complains or his stock thereafter must
have devolved upon him by operation of law.

UTAH. A person may not commence a derivative action unless the person was
a shareholder of the corporation at the time when the transactions complained of
occurred (unless the person became a shareholder through transfer by operation
of law from a person who was a shareholder at that time). The complaint must be
verified and allege with particularity (i) the demand made on the board of
directors and that either the demand was refused or ignored by the board of
directors, or (ii) if no demand was made on the board of directors, why the
person did not make the demand. If a court finds that a proceeding was commenced
without reasonable cause, the court may require the plaintiff to pay the
defendant's reasonable expenses, including counsel fees.

TENNESSEE. A person may not commence a derivative action unless the person
was a shareholder of the corporation when the transaction complained of occurred
(unless the person became a shareholder through transfer by operation of law
from a person who was a shareholder at that time. The complaint must be verified
and allege with particularity the demand made, if any, to obtain action by the
board of directors and either that the demand was refused or ignored by the
board or why the shareholder did not make the demand. A derivative action may
not be discontinued or settled without the court's approval. The court may
require the plaintiff to pay the defendant's reasonable expenses if the court
determines that the action was commenced without reasonable cause.

Special Meetings of Stockholders and Shareholders

DELAWARE. Stockholders generally do not have the right to call meetings of
stockholders unless such right is granted in the certificate of incorporation or
by-laws. However, if a corporation fails to hold its annual meeting within a
period of 30 days after the date designated therefor, or if no date has been
designated for a

37
<PAGE> 51

period of 13 months after its last annual meeting, the Delaware Court of
Chancery may order a meeting to be held upon the application of a stockholder.

UTAH. Special meetings of the shareholders may be called by: (i) the board
of directors; (ii) the person or persons authorized by the by-laws to call a
special meeting; or (iii) the holders of shares representing at least 10% of all
vote entitled to be cast on any issue proposed to be considered at the special
meeting. The corporation shall give notice of the date, time and place of the
meeting no fewer than ten and no more than 60 days before the meeting (unless
otherwise required by law or the articles of incorporation). Notice of a special
meeting must include a description of the purposes for which the special meeting
is called.

TENNESSEE. The TBCA provides that special meetings of shareholders may be
called by the board of directors and, unless the charter provides otherwise, by
the holders of at least 10% of the shares entitled to vote at the meeting who
sign, date and deliver to the corporation's secretary one or more written
demands for the meeting describing the purpose or purposes for which it is to be
held.

Amendments to Charter

DELAWARE. Amendments to the certificate of incorporation require the
affirmative vote of the holders of a majority of the outstanding shares entitled
to vote thereon, except that if the certificate of incorporation requires the
vote of a greater number or proportion of the directors or of the holders of any
class of stock than is required by the DGCL with respect to any matter, the
provision of the certificate of incorporation may not be amended, altered or
repealed except by such greater vote.

UTAH. The board of directors may propose amendments to the articles of
incorporation for submission to the shareholders. For an amendment to be
adopted, (i) the board of directors must recommend the amendment to the
shareholders (unless the board determines that because of a conflict of interest
or other special circumstances it should not make a recommendation and
communicates the basis for its determination to the shareholders), and (ii)
unless the articles of incorporation, by-laws (if authorized by the articles of
incorporation), or a resolution of the board of directors require a greater
number, the amendment must be approved by (a) a majority of the votes entitled
to be cast on the amendment by any voting group as to which the amendment would
create dissenters' rights, (b) a majority of the votes entitled to be cast on
the amendment by any voting group as to which the amendment would materially and
adversely affect the voting group's rights in shares (including preferential
rights, rights in redemption, preemptive rights, voting rights or rights in
certain reverse splits), and (c) a majority of the votes cast for all other
voting groups (voting separate, as applicable).

TENNESSEE. Under the TBCA, the board of directors of a corporation may
adopt certain amendments to the corporation's charter including, but not limited
to, (i) deleting or changing the name and address of the initial registered
agent or registered office, (ii) changing issued and unissued authorized shares
of an outstanding class into a greater number of whole shares if the corporation
has only shares of that class outstanding, (iii) designating or changing the
address of the principal office of the corporation, or (iv) making certain
changes to the corporation's name. All other amendments to the charter of a
Tennessee corporation must be approved by a majority of the votes entitled to be
cast on the amendment by any voting group, unless the charter requires a greater
vote.

Anti-Takeover Statutes

DELAWARE. Delaware has adopted an anti-takeover statute governing
takeovers of Delaware corporations. Effective December 31, 1987, a Delaware
corporation may not engage in a business combination with any person acquiring
15% or more of the voting stock of such Delaware corporation (an "interested
stockholder") for a period of three years following the date of such
acquisition, unless: (i) prior to the date the stockholder became an interested
stockholder, the board of directors of the corporation approved either the
business combination or the transaction which resulted in the stockholder
becoming an interested stockholder; (ii) the interested stockholder acquired 85%
or more of the corporation's voting stock in the transaction in which he became
an interested stockholder; or (iii) on or subsequent to the date the stockholder
became an interested stockholder, the board of directors and stockholders owning
two-thirds of the outstanding voting

38
<PAGE> 52

stock, other than the interested stockholder's stock, approve the business
combination. The corporation may opt out of the effect of this statute by: (i)
including a provision to such effect in the corporation's original certificate
of incorporation; (ii) amendment to the corporation's by-laws made by the board
of directors within 90 days after the effective date of the statute; or (iii)
amendment of the corporation's certificate of incorporation or by-laws approved
by holders of a majority of the shares entitled to vote; provided that such
amendment shall not take effect until 12 months after its adoption and shall not
effect any business combinations with interested stockholders which are effected
during such 12 months.

UTAH. The Utah Control Share Acquisitions Act, set forth in Sections
61-6-1 through 61-6-12 of the Utah Code Annotated, generally provides that, when
any person obtains shares (or the power to direct the voting of shares) of "an
issuing public corporation" such that the person's voting power equals or
exceeds any of three levels (20%, 33 1/3% or 50%), the ability to vote (or to
direct the voting of) the "control shares" is conditioned on the approval by a
majority of the corporation's shares (voting in voting groups, if applicable),
excluding the "interested shares." Shareholder approval may occur at the next
annual meeting of the shareholders, or, if the acquiring person requests and
agrees to pay the associated costs of the corporation, at a special meeting of
the shareholders (to be held within 50 days of the corporation's receipt of the
request by an acquiring person). If authorized by the articles of incorporation
or the by-laws, the corporation may redeem "control shares" at the fair market
value if the acquiring person fails to file an "acquiring person statement" or
if the shareholders do not grant voting rights to control shares. If the
shareholders grant voting rights to the control shares, and if the acquiring
person obtained a majority of the voting power, shareholders may be entitled to
dissenters' rights under the URBCA. An acquisition of shares does not constitute
a control share acquisition if (i) the corporation's articles of incorporation
of by-laws provide that this Act does not apply (ii) the acquisition is
consummated pursuant to a merger in accordance with the URBCA, or (iii) under
certain other specified circumstances.

TENNESSEE. The TBCA contains a provision that restricts certain business
combination transactions with an interested shareholder for a period of five
years following the date that such shareholder became an interested shareholder,
unless prior to such date the board of directors of the corporation approved
either the business combination or the transaction which resulted in the
shareholder becoming an interested shareholder. The TBCA defines an interested
shareholder generally, to mean: any person that is the beneficial owner, or any
affiliate or associate of the corporation who has been the beneficial owner,
either directly or indirectly, of ten percent or more of the voting power of any
class or series of the corporation's stock at any time within the five-year
period preceding the date in question. Unless otherwise provided in the charter,
the Tennessee business combination statute does not apply, however, if the
corporation did not have a class of voting stock traded on a national securities
exchange or registered with the Commission pursuant to Section 12(g) of the
Exchange Act at the time of the transaction. Because Memphis is a privately held
company and the Memphis Charter does not contain a provision electing to be
covered by the statute, Memphis is not presently subject to the Tennessee
business combination statute.

39
<PAGE> 53

AMPRO AND MEMPHIS SELECTED FINANCIAL DATA

The following selected financial data have been derived from the financial
statements of American Professional Holding, Inc. and Memphis Clinical
Laboratory, Inc. The information set forth below should be read in conjunction
with the discussion contained in "Ampro Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Memphis Management's
Discussion and Analysis of Financial Condition and Results of Operations" as
well as the financial statements and notes thereto contained elsewhere in this
Prospectus/Information Statement Supplement and in the Prospectus/Proxy and
Information Statement.

AMPRO

<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED JUNE 30, -----------------------------------------------
--------------- PREDECESSOR
1996 1995 1995 1994 1993 1992 1991(1)
------ ------ ------ ------ ------ ------ -----------
(IN THOUSANDS, EXCEPT PER SHARE)
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues......................... $3,088 $3,225 $6,421 $5,152 $4,190 $3,397 $ 2,181
Net income (loss).................... 170 279 167 417 249 154 (94)
Net income (loss) per common share... $ .02 $ .03 $ .02 $ .04 $ .02 $ .02 $ (.01)
Total assets......................... $4,206 $3,102 $3,541 $2,876 $1,101 $ 729 $ 561
Long-term debt....................... 669 695 674 470 83 125 270
</TABLE>

- ---------------
(1) Effective January 15, 1992 Ampro purchased substantially all of the assets
of Northlake Professional Laboratories, Inc. in a transaction accounted for
as a purchase. The selected historical financial data for the year ended
December 31, 1991 reflects the operating and balance sheet data of the
predecessor Northlake prior to acquisition by Ampro.

MEMPHIS

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE
30, YEAR ENDED DECEMBER 31,
----------- --------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues...................................... $474 $419 $782 $848 $865 $747 $666
Net income (loss)................................. 62 36 (24) 3 1 46 25
Net income (loss) per common share................ $ 61 $ 36 $(24) $ 3 $ 2 $ 46 $ 25
Total assets...................................... $290 $285 $229 $295 $262 $141 $159
Long-term debt.................................... 22 30 25 35 -- -- --
</TABLE>

40
<PAGE> 54

COMPARISON OF HISTORICAL AND EQUIVALENT PER SHARE DATA (UNAUDITED)

The following table summarizes certain unaudited selected financial
information on a pro forma and pro forma equivalent per share basis and is
derived from, and should be read in conjunction with, the Unaudited Pro Forma
Condensed Combined Financial Statements included elsewhere in this
Prospectus/Information Statement Supplement and the historical financial
statements of Unison, Ampro and Memphis which are included in the
Prospectus/Proxy and Information Statement. The information presented in this
table does not purport to present the financial position or results of
operations of Unison had the Ampro and Memphis Mergers taken place on the dates
specified, nor is such information necessarily indicative of the results of
operations that may be achieved in the future.

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEARS ENDED
JUNE 30, DECEMBER 31,
--------------- -------------------------
1996 1995 1995 1994 1993
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
UNISON
Historical net income (loss) per common share,
fully diluted.................................... $ .31 $(.04) $(.02) $(.06) $(.11)
Pro forma combined income (loss) per common share,
fully diluted (Unison and previous
acquisitions).................................... .26 (.27) (.37)
Pro forma combined income (loss) per common share,
fully diluted.................................... .28 (.01) (.19) .19 .06
Historical book value per common share(1).......... 5.91 5.41
Pro forma combined book value per common
share(1)......................................... 5.44 5.05
Historical cash dividends per common share(2)...... -- -- -- -- --
AMPRO
Historical net income (loss) per common share...... .02 .03 .02 .04 .02
Pro forma combined income per common share (Ampro
and Memphis)..................................... .02 .03 .01 .04 .02
Equivalent pro forma combined income per common
share............................................ .01 .00 (.01) .01 .00
Historical book value per common share(3).......... .15 .14
Pro forma combined book value per common share(3)
(Ampro and Memphis).............................. .17 .15
Equivalent pro forma combined book value per common
share(4)......................................... .29 .27
</TABLE>

- ---------------
(1) This calculation is based on the number of shares of Unison Common Stock
outstanding at the end of the period.

(2) Unison has not paid a common dividend and does not anticipate paying a
common dividend in the near future.

(3) This calculation is based on the number of shares of Ampro Common Stock
outstanding at the end of the period.

(4) Equivalent pro forma data were calculated by multiplying the pro forma
combined per share data of Unison by an assumed weighted average Per Share
Conversion Ratio of .0529 for Ampro and Memphis common stock.

41
<PAGE> 55

AMPRO MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

GENERAL

American Professional Holding, Inc. ("Ampro") is a holding company which
acquired Northlake Laboratory, Inc. ("Northlake") in 1992 and Gamma Laboratory,
Inc. ("Gamma") in 1994. Through the acquisition of Northlake and Gamma, Ampro
has positioned itself as a competitive provider of laboratory services to the
health care industry in Texas and Missouri. At September 1, 1996, Northlake and
Gamma provided laboratory services for approximately 275 facilities in the
Dallas, Texas and the Poplar Bluff, Missouri areas.

RESULTS OF OPERATIONS

Six Months ended June 30, 1996 versus six months ended June 30, 1995

REVENUES. Revenues for the six months ended June 30, 1996 decreased
$137,000 (4.2%) to $3,088,000. This decrease is principally the result of a 4%
across the board decrease in Medicare and Medicaid reimbursement fee schedules
and reductions in fees paid for multiple tests profiles starting in 1996, offset
by the addition of two new nursing homes.

DIRECT COSTS. Direct costs decreased $40,000 to $1,427,000 in 1996
principally as a result of lower supply costs for the six-month period. This
decrease resulted in a slight decrease in direct costs in 1996.

GENERAL AND ADMINISTRATIVE. Total general and administrative costs
increased $60,000 (4.5%) to $1,396,000 for the period ended June 30, 1996. This
increase was the result of higher indirect wages and related taxes of $51,000
and higher mileage costs of $41,000. These costs reflected the higher cost of
collecting specimens and samples as a result of higher personnel and gasoline
costs.

In addition, additional marketing personnel were added in order to increase
sales to offset the loss of revenues as a result of Medicare and Medicaid
reimbursement cuts. These higher costs were partially offset by decreases in
printing costs of $24,000 and lower depreciation expense of $33,000.

NET INCOME. Net income decreased in the first half of 1996 by $108,000
(38.8%) to $170,000. This decrease reflects the $137,000 decrease in revenues,
the slight increase in total general and administrative costs of $59,000 offset
by the slight decrease in direct costs and a $49,000 decrease in tax provision
compared to the period ended June 30, 1995.

Year ended December 31, 1995 versus Year Ended December 31, 1994

REVENUES. Revenues for the year ended December 31, 1995 increased to
$6,421,000 from $5,152,000 for the year ended December 31, 1994, an increase of
$1,269,000 (24.6%). Revenues at Northlake increased to $4,620,000 from
$4,313,000, an increase of $307,000 (7.1%) for the year ended December 31, 1995.
Gamma's revenues increased to $1,801,000 for the full year ended December 31,
1995 compared to revenues of $839,000 for the last six months in 1994. The
increase in revenues of Northlake is primarily attributable to an increase in
the number of major customers serviced from 110 to 150. Gamma's revenues for
1994 were only included in the consolidated revenues of Ampro for six months in
1994 versus the entire year of 1995. Revenues per month at Gamma increased to
$150,000 in 1995, up from $140,000 in 1994 resulting in an actual increase of
approximately $120,000 for the year ended December 31, 1995. Gamma increased the
number of its major customers from 90 in 1994 to 100 in 1995. Revenue gains at
Northlake and Gamma were partially offset by a 4% decrease in fee reimbursement
schedules by Medicare and Medicaid in 1995.

DIRECT COSTS. Direct costs for the year ended December 31, 1995 increased
to $3,226,000 from $2,607,000 for the year ended December 31, 1994, a $619,000
increase (23.7%). As a percentage of revenues, direct costs decreased to 50.3%
for the year ended December 31, 1995 compared to 50.6% for the year ended
December 31, 1994.

42
<PAGE> 56

Wages increased to $2,040,000 for the year ended December 31, 1995 from
$1,685,000 for the year ended December 31, 1994. This increase of $355,000
(21.1%) reflected higher costs due to including wages at Gamma for the entire
year in 1995 and for six months of 1994. Payroll costs increased at both
Northlake and Gamma as a result of servicing more homes in each service area.

Supply costs increased to $1,039,000 for the year ended December 31, 1995
as compared to $734,000 for the year ended December 31, 1994, a $305,000 (41.6%)
increase. Supply costs increased principally due to higher volumes of tests
performed, which is reflected in the increase in revenues at each entity and the
related increase caused by including Gamma for the full year in 1995. The
increase in Gamma's costs were $72,000 for the year ended December 31, 1995.

GROSS PROFIT. Gross profit for the year ended December 31, 1995 was
$3,195,000 vs. $2,554,000 for the year ended December 31, 1994. This increase of
$641,000 was primarily the result of higher sales as a result of the Gamma
acquisition being included in all of 1995 versus 6 months of 1994. Gross profit
percentages for the year ended December 31, 1995 were 49.8% versus 49.3% for the
year ended December 31, 1994.

GENERAL AND ADMINISTRATIVE. Operating expenses for the year ended December
31, 1995 increased to $2,942,000 as compared to $1,958,000 for the year ended
December 31, 1994. This $984,000 increase is primarily due to including Gamma
general and administrative costs $881,000 in the consolidated operations of
Ampro for 1995 versus $345,000 for the six months consolidated in 1994.

Wages and related taxes increased $440,000 for the year ended December 31,
1995, of which $235,000 was the result of including Gamma wages paid for a full
year in 1995. Additional couriers and employees in marketing caused the
additional increases at Northlake.

Mileage increased from $214,000 to $314,000 from December 31, 1994 to
December 31, 1995. The increase was the result of mileage costs at Gamma of
$48,000 and $52,000 at Northlake.

Additional costs incurred in 1995 for printing, utilities and interest were
the result of Gamma costs being included for a full year and higher debt for
Northlake and Gamma.

NET INCOME. Net income for the year ended December 31, 1995 was $167,000
as compared to $416,000 for the year ended December 31, 1994. This decrease of
$249,000 was the result of higher general and administrative costs at Gamma and
Northlake, primarily wages, insurance and mileage costs.

Year ended December 31, 1994 versus Year Ended December 31, 1993

REVENUES. Revenues for the year ended December 31, 1994 increased to
$5,152,000 from $4,190,000 for the year ended December 31, 1993. This increase
of $962,000 is the result of adding new customers in East Texas at Northlake and
including six months of revenues for Gamma in the amount of $839,000 for the
period ended December 31, 1994 versus 1993.

DIRECT COSTS. Direct costs for the year ended December 31, 1994 were
$2,607,000 as compared to $2,355,000 for the year ended December 31, 1993. As a
percentage of revenues direct costs for 1994 were 49.4% versus 43.8% for 1993.
The increase in direct costs of $253,000 was the result of higher supply
reference lab costs and higher costs related to Gamma's operations for the last
half of 1994.

GROSS PROFIT. Gross profit for the year ended December 31, 1994 was
$2,544,000 versus $1,836,000 for the year ended December 31, 1993. This increase
of $708,000 is the result of higher revenues offset by higher direct costs
caused primarily by including Gamma operations in the last six months of 1994.
Gross profit percentages improved from 43.8% in 1993 to 49.4% in 1994.

GENERAL AND ADMINISTRATIVE. General and administrative costs were
$1,958,000 for the year ended December 31, 1994 as compared to $1,390,000 for
the year ended December 31, 1993. This increase of $568,000 (40.8%) is the
result of including Gamma costs in the year ended December 31, 1994 of $334,000
and increases in wages, insurance and management fees at Northlake.

43
<PAGE> 57

NET INCOME. Net income for the year ended December 31, 1994 was $416,000
versus $249,000 for the year ended December 31, 1993. Of this increase, Gamma
contributed $61,000, while increased revenues offset by higher costs contributed
$188,000 in higher net income at Northlake.

LIQUIDITY AND CAPITAL RESOURCES

Ampro's primary source of cash has been operating activities and
borrowings. Cash flow from operations was $282,000 for the six months ended June
30, 1996 and $37,000 for the same period in 1995. Cash flows from operations
were $291,000, $271,000 and $227,000 for the years ended December 31, 1995, 1994
and 1993, respectively.

Net cash used in investing activities amounted to $80,000, $76,000,
$490,000, $541,000 and $57,000 for the six months ended June 30, 1996 and 1995
and the years ended December 31, 1995, 1994 and 1993, respectively, primarily
for purchases of fixed assets. Loans to stockholders totalled $61,000 in the
six-month period ended June 30, 1996 and $257,000 in the year ended December 31,
1995.

Net cash provided by (used in) financing activities amounted to $(5,000),
$(292,000) $89,000, $264,000 and $(92,000) for the six months ended June 30,
1996 and 1995 and the years ended December 31, 1995, 1994 and 1993,
respectively, due primarily to net increases and decreases in debt incurred to
finance capital expenditures, working capital and loans to stockholders. In
1994, Ampro expended $300,000 to purchase Gamma.

Ampro's management estimates that Ampro will incur direct transaction costs
of approximately $90,000 associated with the Ampro Merger, consisting of legal
and accounting fees and other direct costs of the merger. These non-recurring
costs will be charged to operations as incurred, principally in the second and
third quarters of 1996.

MEMPHIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Memphis Clinical Laboratory, Inc. ("Memphis") is a clinical laboratory in
Memphis, Tennessee which tests blood and other specimens and bills the cost to
Medicare and other third party providers. Memphis provides its services to
twelve nursing homes and various doctors and clinics.

RESULTS OF OPERATIONS

Six months ended June 30, 1996 versus six months ended June 30, 1995

REVENUES. Revenues for the six months ended June 30, 1996 were $474,000
versus $419,000 for the six months ended June 30, 1995. This $55,000 increase is
due to the increase in number of nursing homes serviced from ten to twelve
offset by decreases in Medicare and Medicaid reimbursements of 4%.

DIRECT COSTS. Direct costs for the six months ended June 30, 1996 were
$238,000 as compared to $211,000 for the six months ended June 30, 1995. This
$27,000 was the result of higher direct labor costs. Total direct costs
decreased to 50.2% for the six months ended June 30, 1996 versus 50.4% for the
six months ended June 30, 1995.

INDIRECT EXPENSES. Indirect expenses for the six months ended June 30,
1996 were $151,000 as compared to $158,000 for the six months ended June 30,
1995. This slight decrease was caused by lower depreciation; rent and insurance
costs offset by higher costs for indirect labor and supplies.

NET INCOME. Net income for the six months ended June 30, 1996 was $62,000
compared to $36,000 for the six month period ended June 30, 1995. This $26,000
improvement was principally the result of improved gross profit and a slight
decrease in indirect expenses.

44
<PAGE> 58

Year ended December 31, 1995 versus December 31, 1994

REVENUES. Revenues for the year ended December 31, 1995 were $781,000 as
compared to $827,000 for the year ended December 31, 1994. This $46,000 decrease
was the result of a 4% decrease in Medicare reimbursement fees for 1995 and a
slight decrease in the number of tests performed in the year.

DIRECT COSTS. Direct costs for the year ended December 31, 1995 were
$423,000 versus $545,000 for the year ended December 31, 1994. This $122,000
decrease in costs was primarily the result of lower supply costs of $78,000 and
slightly lower direct costs of $18,000 for the year. Direct costs were 54.2% of
revenues for the year ended December 31, 1995 versus 65.8% for the year ended
December 31, 1994.

Gross profit increased $75,000 as a net result of the lower revenues offset
by larger decreased in direct costs.

INDIRECT EXPENSES. Indirect expenses for the year ended December 31, 1995
were $387,000 as compared to $300,000 for the year ended December 31, 1994.
Higher indirect labor costs of $13,000; higher legal and accounting costs of
$15,000 and higher management fees of $54,000 were the primary reasons 1995
indirect expenses incurred over 1994 costs.

NET INCOME. The Company incurred a $24,000 net loss for the year ended
December 31, 1995 as compared to income of $3,000 for the year ended December
31, 1994. This decrease is net income of $27,000 was the result of both lower
revenues and higher indirect expenses.

Year ended December 31, 1994 versus December 31, 1993

REVENUES. Revenues decrease slightly to $827,000 from $864,000 for the
year ended December 31, 1994 versus December 31, 1993. This slight decrease was
the result of lower Medicare reimbursement fee schedule of approximately 4%
offset by an increase in the number of tests performed during the year.

DIRECT COSTS. Direct costs for the year ended December 31, 1994 were
$545,000, a $39,000 decrease for the $584,000 expended for the year ended
December 31, 1993. This slight decrease is the result of lower direct labor
costs of $46,000 for the year ended December 31, 1994.

INDIRECT EXPENSES. Indirect expenses for the year ended December 31, 1994
were $300,000 as compared to $279,000 for the year ended December 31, 1993. The
indirect expense increase of $21,000 is the result of higher wages of $10,000
and higher depreciation expenses of $6,000; these higher costs were offset by
lower other indirect costs of $10,000.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of cash has been operating activities. Cash
flows operations was $20,000 for the six months ended June 30, 1996 and $25,000,
$78,000 and $48,000 for the years ended December 31, 1995, 1994 and 1993,
respectively. The Company borrowed funds to purchase fixed assets in 1994 and
1993. Cash uses have primarily been for the purchase of fixed asset and
repayments of debt.

At June 30, 1996, and December 31, 1995 the Company had debt of $32,000 and
$35,000, respectively. This compares to debt of $47,000 at December 31, 1994.

The Company believes that working capital needs will be sufficiently met
through profitable operations. The Company does not believe that inflation has
had a material effect on its operations, historically.

45
<PAGE> 59

BUSINESS OF AMPRO AND MEMPHIS

INTRODUCTION

Ampro

Ampro is a holding company which was formed in February 1984 under the name
Technomedical Properties, Inc. In 1993 Ampro's name was changed to American
Professional Holding, Inc.

Through two subsidiaries acquired in 1992 and 1994, Ampro Medical Services
Inc. and Gamma Laboratory Inc., respectively, Ampro operates two medical
reference laboratories, Northlake Professional Laboratory located in Dallas,
Texas and Gamma Laboratory located in Poplar Bluff, Missouri. The Northlake
laboratory has three satellite offices located in Tyler, Austin, and Fort Worth,
Texas. These laboratories (one in existence over 29 years and the other in
existence over 15 years) provide high quality clinical laboratory services to
approximately 275 long-term care nursing homes, as of September 1, 1996, as well
as to other health care facilities, such as hospice providers, home health
agencies, MHMR facilities, physicians and clinics located in Texas and Missouri.

The laboratories provide bodily fluid testing services to assist in
detecting, diagnosing and monitoring diseases. These tests, performed as ordered
by each patient's attending physician, include testing for complete blood count,
blood chemistry testing, coagulation studies, urinalysis, microbiology tests,
and therapeutic drug level tests. Upon completion of these tests, the
laboratories communicate the results of such testing back to the applicable
facility for inclusion on each patient's medical chart for review by the
attending physician. The two laboratories provide laboratory results for more
than 31,000 residents of long-term care nursing homes and other health care
providers in Texas and Missouri.

Ampro management believes that both the Northlake and Gamma laboratories
have excelled in their respective markets by providing a high level of service,
including assisting clients in complying with applicable government regulations,
furnishing regular comprehensive reports on medical testing results, maintaining
superior patient care and providing single-shift turnaround of quality results
for critical medical testing.

Ampro has emerged as the long-term care leader in the clinical laboratory
services industry in each of its local service markets, in large part due to its
strategic management, state-of-the-art equipment, timely and unique combinations
of services, solid reputation in the industry and commitment to excellence by an
experienced technical staff and management team.

The clinical laboratory services industry has rapidly expanded despite
major regulations and restrictions placed on the medical industry within the
last few years. The federal government and all states in which Ampro operates
regulate various aspects of Ampro's business. Both the Northlake laboratory and
the Gamma laboratory have received a registration number in accordance with the
Clinical Laboratory Improvement Act ("CLIA") and have all necessary state
regulatory approvals to conduct business in Texas and Missouri. A CLIA
registration number is required for clinical laboratories to receive
reimbursement for charges to patients covered by Medicare and Medicaid.

Memphis

Memphis was incorporated in 1986 for purposes of continuing the medical
reference laboratory services that had been provided to the Memphis, Tennessee
area for 8 years prior to 1986 by an unincorporated business. Mr. Maguire, Mr.
McKinney, and Mr. McGee acquired their Memphis shares in July 1995 from the sole
shareholder William R. Seals. Memphis's laboratory provides high quality
clinical laboratory services to approximately 20 long-term care nursing homes,
as of September 1, 1996, in Tennessee with approximately 2,200 residents. It
also provides services to other health care facilities, such as hospice
providers, home health agencies, MHMR facilities, physicians and clinics located
in the Memphis, Tennessee area.

The laboratory provides bodily fluid testing services to assist in
detecting, diagnosing, and monitoring diseases. These tests, performed as
ordered by each patient's attending physician, include testing for complete
blood count, blood chemistry testing, coagulation studies, urinalysis,
microbiology tests and therapeutic drug

46
<PAGE> 60

level tests. Upon completion of these tests, the laboratory communicates the
results of such testing back to the applicable facility for inclusion on each
patient's medical chart for review by the attending physician.

Memphis management believes that Memphis has excelled in its market by
providing a high level of service, including assisting clients in complying with
applicable government regulations, furnishing regular comprehensive reports on
medical testing results, maintaining superior patient care and providing
single-shift turnaround of quality results for critical medical testing.

The clinical laboratory services industry has rapidly expanded despite
major regulations and restrictions placed on the medical industry within the
last few years. The federal government and the State of Tennessee regulate
various aspects of Memphis's business. The Memphis laboratory has received a
registration number in accordance with the Clinical Laboratory Improvement Act
("CLIA") and have all necessary state regulatory approvals to conduct business
in Tennessee. A CLIA registration number is required for clinical laboratories
to receive reimbursement for charges to patients covered by Medicare and
Medicaid.

MARKET OVERVIEW

Ampro

The Northlake laboratory is headquartered in Dallas, Texas with satellite
offices in Fort Worth, Tyler, and Austin and services north and central Texas.
The Gamma laboratory is headquartered in Poplar Bluff, Missouri and services
southern and central Missouri and northern Arkansas.

Memphis

Memphis's laboratory is located in Memphis, Tennessee and services the
Memphis, Tennessee area.

Ampro and Memphis believe that growth opportunities continue to exist in
providing medical laboratory services to long-term care facilities in their
respective markets for the following reasons.

OUTSOURCING TREND. Traditionally, it has been the responsibility of the
long-term care facilities to collect laboratory specimens, keep up with routine
physician orders as well as provide the laboratory with all patient and billing
demographic information. In a rapidly growing outsourcing trend, long-term care
facilities have begun to contract with outside laboratories, such as Northlake,
Gamma and Memphis to provide laboratory services and coordinate the tests for
their residents.

NATIONAL LABORATORY CHAINS. National laboratory chains have been unable to
compete with local laboratories in that many national laboratory chains are
unable to maintain the level of service necessary for a large long-term care
client base. A particular factor in this regard is the ability of a local
laboratory to perform "STAT" services, which large national chains do not
provide on a routine basis.

AGING POPULATION. Most of the patients in long-term care facilities are
over the age of 65, and this age group is increasing dramatically in the United
States. Recent health surveys project that two out of every five people who live
beyond 65 years of age will spend a portion of their lives in a long-term care
facility.

LONG-TERM CARE FACILITIES. Ampro management believes that opportunities
for growth in Texas exist, in part, because of the large size of that market.
Texas has approximately 1,100 licensed nursing facilities in the size range of
over 120 beds and 640 licensed mental retardation facilities with over 6,780
total beds. Texas long-term care facilities spend over $7 billion annually for
residence maintenance services, with more than 94,000 Texans residing in
long-term care facilities.

INCREASE IN MEDICAID. Medicaid reimbursements are projected to increase
substantially in future years, and Medicaid is only a portion of the
governmental entitlements for healthcare. Medicare spending alone will have this
increase from 11.3% in 1990 to 20.6% by the year 2000. Part of this dramatic
growth rate is due to an increase in the number of eligible participants as a
result of higher unemployment rates among eligible participants. Additionally,
recent legislation has extended Medicaid services to additional groups and has
increased the services Medicaid covers, thus providing a larger market for
laboratory services in the Medicaid market.

47
<PAGE> 61

OPERATIONS

In connection with the management of the medical laboratories, Ampro and
Memphis hire and train all necessary personnel and directs all other activities
associated with operating a medical laboratory, including billing, collection,
and other accounting functions. Quality assurance is provided by laboratory
managers located at each facility. The marketing staff of each facility is
responsible for promoting higher occupancy levels and penetration in their
respective local markets.

REVENUE SOURCES

Ampro and Memphis derive revenues from the Medicaid and Medicare programs
and also from private pay patients and long-term care facilities. Payments from
those who pay directly for services without governmental assistance are
classified as private pay revenues by Ampro. The private pay classification also
includes revenues from sources such as commercial insurers and health
maintenance organizations.

Ampro and Memphis bill Medicare, Medicaid and other third party payors for
laboratory services at different rates. Since 1992 Ampro and Memphis have
derived approximately 85% of their revenues from Medicare. Changes in the mix of
patients among Medicaid, Medicare and private pay sources and with respect to
different types of private pay sources can significantly affect the revenues and
profitability of Ampro's and Memphis' operations. There can be no assurance that
payments under governmental and third party payor programs will remain at
current levels or that Ampro or Memphis will continue to attract and retain
private pay patients or maintain its current payor or revenue mix. In an attempt
to reduce the federal budget deficit, there have been, and Ampro and Memphis
expects there will continue to be, a number of proposals to limit Medicare and
Medicaid reimbursement for long-term services. Ampro and Memphis cannot at this
time predict whether any of these pending proposals will be adopted or, if
adopted and implemented, what effect such proposals would have on Ampro or
Memphis.

INSURANCE

Ampro and Memphis carry general liability, professional liability,
comprehensive property damage, auto and other insurance coverage that management
considers adequate for the protection of its assets and operations. There can be
no assurance, however, that the coverage limits of such policies will be
adequate or that insurance will continue to be available to Ampro or Memphis on
commercially reasonable terms in the future. A successful claim in excess of
insurance coverage could have a material adverse effect on Ampro or Memphis, as
applicable, and its financial condition and/or results of operations. Claims
against Ampro and Memphis, regardless of their merit or outcome, may also have
an adverse effect on Ampro's and Memphis' reputation and business.

EMPLOYEES

As of June 30, 1996, Ampro and Memphis employed approximately 120 and 10,
respectively, full time equivalent employees. Management believes that employee
relations are good. None of the employees are represented by a labor union or
other collective bargaining association.

PROPERTIES

Ampro

Ampro leases, pursuant to month-to-month leases, all of its laboratory
facilities in Texas and owns the laboratory facility in Poplar Bluff. The leased
laboratory facilities consist of approximately 5,000 square foot of space and
the rent payable thereunder is $4,000 per month. Management believes that these
properties are adequate for its current level of operations and any anticipated
new business.

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<PAGE> 62

Memphis

Memphis leases its laboratory facility in Memphis. The leased facility
consists of approximately 2,700 square foot of space and the rent payable
thereunder is $2,250 per month during the initial three year term of the lease
(ending June 30, 1998, with three year renewal options running through June 30,
2004). Management believes that this property is adequate for its current level
of operations and any anticipated new business.

LEGAL PROCEEDINGS

Neither Ampro nor Memphis is a party to any litigation at June 30, 1996.

MANAGEMENT OF AMPRO AND MEMPHIS

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
directors and executive officers of Ampro and Memphis. For similar information
with respect to Unison, see "Unison Management -- Directors and Executive
Officers" in the Prospectus/Proxy and Information Statement.

<TABLE>
<CAPTION>
NAME AGE POSITION WITH AMPRO POSITION WITH MEMPHIS
- ----------------------------------- --- ------------------------------ ---------------------
<S> <C> <C> <C>
John L. Maguire.................... 65 President, Director
W. Jerome McGee.................... 52 Vice President, Director Secretary, Director
Harold N. McKinney................. 63 Secretary-Treasurer, Director Vice-President,
Treasurer, Director
William R. Seals................... 55 President, Director
</TABLE>

John L. Maguire has been President of Ampro since January 1992. Mr. Maguire
is a Certified Public Accountant, and he is a member of the American Institute
of Certified Public Accountants and the Arkansas Society of CPA's. Mr. Maguire
is a Director of Ampro and several other companies. Mr. Maguire was formally the
Chief Financial Officer of Tyson Foods.

Mr. Jerome McGee has been a Vice President of Ampro since January 1992 and
the Secretary of Memphis since July 1995. Mr. McGee has 15 years experience in
corporate startups and turnaround ventures.

Mr. Harold N. McKinney has been Vice President of Ampro since January 1992
and a Vice President and Treasurer of Memphis since July 1995. Mr. McKinney
owned and operated McKinney Dental Laboratories with facilities in Dallas and
Fort Worth which generated business from 20 states. McKinney Dental Laboratories
was acquired by American Hospital Supply Corporation in a stock-for-stock
transaction. After the merger, Mr. McKinney assisted in the acquisitions of
dental laboratories on behalf of Denticon, a wholly-owned subsidiary of American
Hospital Supply Corporation. Mr. McKinney later assisted corporations in
turnarounds and acquisitions while founding and funding various health care
companies prior to becoming involved with Memphis.

William R. Seals has been President of Memphis since its formation in 1986,
and he currently manages all of its laboratory operations on a day-to-day basis.
Mr. Seals has 36 years experience in the medical reference laboratory area.
Prior to his association with Memphis, Mr. Seals was employed by United Medical
Laboratories from 1970 to 1979. Mr. Seals has a Bachelors and Masters degree
from Memphis State University, and he is certified as a High Complexity
Laboratory Director and as a Medical Laboratory Director.

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<PAGE> 63

PRINCIPAL SHAREHOLDERS OF AMPRO AND MEMPHIS

The following table sets forth at September 1, 1996 certain information
with respect to the beneficial ownership of the Common Stock of Ampro and
Memphis by (i) each person known by Ampro or Memphis to be the beneficial owner
of more than five percent of the Ampro Shares or Memphis Shares, (ii) each
director of Ampro and Memphis, (iii) the executive officers of Ampro and
Memphis, and (iv) all directors and executive officers of Ampro as a group and
all directors and executive officers of Memphis as a group. Except where
otherwise noted, each party included in the table has sole voting power and
investment power with respect to the Shares beneficially owned, except as the
same may be shared with spouses under state community property laws.

<TABLE>
<CAPTION>
AMPRO MEMPHIS
------------------------------ ------------------------------
AMOUNT AND NATURE AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP CLASS OWNERSHIP CLASS
- ------------------------------------------ ----------------- ---------- ----------------- ----------
<S> <C> <C> <C> <C>
John L. Maguire(1)........................ 3,055,334 29.95% 117.33 11.73%
W. Jerome McGee(2)........................ 3,015,666 29.57 117.33 11.73
Harold N. McKinney(3)..................... 3,029,133 29.70 117.33 11.73
William R. Seals.......................... 642.00 64.20
All Executive Officers and Directors as a
Group (three persons for Ampro; three
persons for Memphis).................... 9,100,133 89.22 876.66 87.66
</TABLE>

- ---------------
(1) 66,666 Ampro Shares held of record by Lorene Maguire, Mr. Maguire's wife,
and 2,988,668 held of record by Maguire Limited Partnership, an Arkansas
limited partnership of which Mr. Maguire is the sole general partner and has
the sole voting power.

(2) 774,967 Ampro Shares held of record by Mr. McGee, 66,000 Ampro Shares held
of record by Cindy McGee (Mr. McGee's wife), and 2,188,166 Ampro Shares held
of record by the McGee Trust of which Mr. McGee is the sole trustee and
exercises all voting rights.

(3) 963,333 Ampro Shares held of record by Mr. McKinney, 60,000 Ampro Shares
held of record by Jackie McKinney (Mr. McKinney's wife), and 1,992,333 Ampro
Shares held of record by the McKinney Trust of which Mr. McKinney is the
sole trustee and exercises all voting rights.

LEGAL MATTERS

Certain legal matters in connection with the Ampro and Memphis Mergers will
be passed upon by Tracy & Holland, L.L.P., counsel for Ampro. Law firms in Utah,
Missouri, and Tennessee will provide legal opinions in connection with legal
matters involving the laws of such states. No shares of either Ampro or Memphis
stock are held by any attorney with the firm of Tracy & Holland, L.L.P.

EXPERTS

The consolidated financial statements of Ampro at December 31, 1995, 1994,
and 1993, and the related financial statement schedules, appearing or referred
to in this Prospectus/Information Statement Supplement have been audited by
Ronald H. Ridgers, P.C., independent auditors as set forth in their report
herein, and are included in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.

The balance sheets of Memphis as of December 31, 1994 and 1995 and the
related statements of income and cash flows for each of the three years in the
period ended December 31, 1995 appearing or referred to in this
Prospectus/Information Statement Supplement have been audited by Ronald H.
Ridgers, P.C., independent auditors as set forth in their report herein, and are
included in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

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<PAGE> 64

ANNEX A

AGREEMENT AND PLAN OF MERGER

, AS AMENDED,

AMONG
UNISON HEALTHCARE CORPORATION
LABCO ACQUISITION CO.
AND
AMERICAN PROFESSIONAL HOLDING, INC.

DATED JULY 3, 1996

<PAGE> 65

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
RECITALS................................................................................ A-1
SECTION 1 DEFINITIONS.................................................................. A-1
SECTION 2 THE MERGER AND EFFECTIVE TIME; SURVIVING CORPORATION; CLOSING................
A-7
Section 2.1 The Merger............................................................ A-7
Section 2.2 Effective Time........................................................ A-7
Section 2.3 Articles of Incorporation And Bylaws.................................. A-7
Section 2.4 Board Of Directors.................................................... A-7
Section 2.5 Closing............................................................... A-7
Section 2.6 Closing Obligations................................................... A-8
SECTION 3 CONVERSION OF SHARES......................................................... A-8
Section 3.1 Per Share Consideration............................................... A-8
Section 3.2 Conversion Of Shares In The Merger.................................... A-9
Section 3.3 Adjustments to Per Share Consideration................................ A-9
Section 3.4 Exchange of Certificates.............................................. A-10
SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................ A-11
Section 4.1 Organization and Good Standing; Capitalization; Agreements Regarding
Capital Stock......................................................... A-11
Section 4.2 Authority; No Conflict................................................ A-11
Section 4.3 Capitalization........................................................ A-12
Section 4.4 Financial Statements.................................................. A-12
Section 4.5 Books and Records..................................................... A-13
Section 4.6 Title to Properties; Encumbrances..................................... A-13
Section 4.7 Condition and Sufficiency of Assets................................... A-13
Section 4.8 Accounts Receivable................................................... A-13
Section 4.9 Prepaid Supplies...................................................... A-14
Section 4.10 No Undisclosed Liabilities............................................ A-14
Section 4.11 Taxes................................................................. A-14
Section 4.12 No Material Adverse Change............................................ A-14
Section 4.13 Employee Benefits..................................................... A-14
Section 4.14 Compliance with Legal Requirements; Governmental Authorizations....... A-17
Section 4.15 Legal Proceedings; Orders............................................. A-18
Section 4.16 Absence of Certain Changes and Events................................. A-18
Section 4.17 Contracts; No Defaults................................................ A-19
Section 4.18 Insurance............................................................. A-20
Section 4.19 Environmental Matters................................................. A-22
Section 4.20 Employees............................................................. A-23
Section 4.21 Labor Relations; Compliance........................................... A-23
Section 4.22 Intellectual Property................................................. A-23
Section 4.23 Certain Payments...................................................... A-25
Section 4.24 Disclosure............................................................ A-25
Section 4.25 Relationships with Related Persons.................................... A-25
Section 4.26 Accounting Matters.................................................... A-25
Section 4.27 Brokers or Finders.................................................... A-26
</TABLE>

i
<PAGE> 66

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 5 REPRESENTATIONS AND WARRANTIES OF UNISON AND LABCO........................... A-26
Section 5.1 Organization and Good Standing........................................ A-26
Section 5.2 Authority; No Conflict................................................ A-26
Section 5.3 Certain Proceedings................................................... A-26
Section 5.4 SEC Documents; Financial Statements................................... A-26
Section 5.5 Information Supplied.................................................. A-27
Section 5.6 Interim Operations of LABCO........................................... A-27
Section 5.7 Brokers or Finders.................................................... A-27
Section 5.8 Activities After Closing.............................................. A-27
Section 5.9 Disclosure............................................................ A-27
Section 5.10 Legal Proceedings; Orders............................................. A-28
Section 5.11 Capitalization........................................................ A-28
Section 5.12 Merger Consideration.................................................. A-28
SECTION 6 FURTHER COVENANTS PRIOR TO CLOSING DATE...................................... A-28
Section 6.1 Access and Investigation.............................................. A-28
Section 6.2 Operation of the Businesses of the Acquired Companies................. A-28
Section 6.3 Negative Covenant..................................................... A-28
Section 6.4 Required Approvals.................................................... A-28
Section 6.5 Shareholders' Meeting, Merger Information Statement and Registration
Statement............................................................. A-29
Section 6.6 Tax Representation Letter of the Company; No Disqualifying Action..... A-30
Section 6.7 Tax Representation Letters of Shareholders............................ A-30
Section 6.8 Agreements of Affiliates.............................................. A-30
Section 6.9 Delivery of Disclosure Schedules...................................... A-30
Section 6.10 Notification by the Company........................................... A-31
Section 6.11 Notification by Unison or LABCO....................................... A-31
Section 6.12 No Negotiation........................................................ A-31
Section 6.13 Tax Representation Letter of Unison and LABCO......................... A-31
Section 6.14 Pooling-of-Interests.................................................. A-32
Section 6.15 Nasdaq Listing........................................................ A-32
Section 6.16 Approvals of Governmental Bodies...................................... A-32
Section 6.17 Best Efforts.......................................................... A-32
SECTION 7 CONDITIONS PRECEDENT TO UNISON'S AND LABCO'S OBLIGATION TO CLOSE.............
A-32
Section 7.1 Accuracy of Representations........................................... A-32
Section 7.2 Company's Performance................................................. A-32
Section 7.3 Shareholder Approval.................................................. A-32
Section 7.4 Board Approval........................................................ A-32
Section 7.5 Effectiveness of Registration Statement............................... A-32
Section 7.6 Listing Approval...................................................... A-32
Section 7.7 Consents.............................................................. A-32
Section 7.8 Additional Documents.................................................. A-33
Section 7.9 No Proceedings........................................................ A-33
Section 7.10 No Claim Regarding Stock Ownership or Merger Consideration............ A-33
Section 7.11 No Prohibition........................................................ A-33
Section 7.12 Termination of Agreements............................................. A-34
Section 7.13 Dissenters' Rights.................................................... A-34
Section 7.14 Agreement for Acquisition of Memphis Clinical Laboratory Inc.......... A-34
</TABLE>

ii
<PAGE> 67

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 8 CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATION TO CLOSE.................... A-34
Section 8.1 Accuracy of Representations........................................... A-34
Section 8.2 Unison's and LABCO's Performance...................................... A-34
Section 8.3 Board Approval........................................................ A-34
Section 8.4 Shareholder Approval.................................................. A-34
Section 8.5 Effectiveness of Registration Statement............................... A-34
Section 8.6 Listing Approval...................................................... A-34
Section 8.7 Consents.............................................................. A-34
Section 8.8 Additional Documents.................................................. A-34
Section 8.9 No Proceeding......................................................... A-35
Section 8.10 No Prohibition........................................................ A-35
Section 8.11 Agreement for Acquisition of Memphis Clinical Laboratory Inc.......... A-35
SECTION 9 TERMINATION.................................................................. A-35
Section 9.1 Termination Events.................................................... A-35
Section 9.2 Special Fees.......................................................... A-36
Section 9.3 Effect of Termination................................................. A-36
SECTION 10 GENERAL PROVISIONS.......................................................... A-36
Section 10.1 Expenses.............................................................. A-36
Section 10.2 Public Announcements.................................................. A-37
Section 10.3 Confidentiality....................................................... A-37
Section 10.4 Notices............................................................... A-37
Section 10.5 Jurisdiction; Service of Process...................................... A-38
Section 10.6 Further Assurances.................................................... A-38
Section 10.7 Combined Operating Results............................................ A-38
Section 10.8 Waiver................................................................ A-38
Section 10.9 Entire Agreement and Modification..................................... A-38
Section 10.10 Disclosure Schedules.................................................. A-39
Section 10.11 Assignments, Successors, and No Third-Party Rights.................... A-39
Section 10.12 Severability.......................................................... A-39
Section 10.13 Section Headings, Construction........................................ A-39
Section 10.14 Time of Essence....................................................... A-39
Section 10.15 Governing Law......................................................... A-39
Section 10.16 Counterparts.......................................................... A-39
</TABLE>

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AGREEMENT AND (AS AMENDED) PLAN OF MERGER

This Agreement and Plan of Merger ("Agreement") is made as of July 3, 1996,
among UNISON HEALTHCARE CORPORATION, a Delaware corporation ("Unison"), LABCO
ACQUISITION CO., a Delaware corporation ("LABCO"), and AMERICAN PROFESSIONAL
HOLDING, INC., a Utah corporation (the "Company").

RECITALS

A. Unison HealthCare Corporation, a Delaware corporation ("Unison"), is
engaged in the business of owning, leasing and managing nursing homes and other
types of care facilities and the delivery of ancillary services, and LABCO is a
wholly-owned subsidiary of Unison;

B. LABCO and the Company desire that LABCO be merged into the Company
pursuant to this Agreement and in accordance with the applicable statutes of the
State of Utah;

C. The Company is principally engaged in the business of owning and
operating medical laboratories for the commercial processing and evaluation of
various types of human tissues;

D. The respective Boards of Directors of LABCO and the Company have each
approved the merger of LABCO with and into the Company pursuant to the
provisions of this Agreement;

E. The Board of Directors of the Company has duly resolved that this
Agreement be submitted to a vote of the Company's shareholders in accordance
with the Utah Revised Business Corporation Act;

F. Unison shall prepare a Registration Statement on Form S-4 to be filed
with the Securities and Exchange Commission registering the shares of Unison
Common Stock to be issued to the Company shareholders in the Merger, which
Registration Statement shall include an information statement of the Company to
be used in connection with the vote of the shareholders of the Company
authorizing the Merger;

G. For federal income tax purposes, it is intended that the Transaction
shall constitute a reorganization within the meaning of Sections 368(a)(2)(E) of
the Internal Revenue Code of 1986, as amended; and

H. Unison and certain shareholders of the Company are separately
negotiating for the acquisition by Unison of all of the issued and outstanding
capital stock of Memphis Clinical Laboratory Inc.

AGREEMENT

The parties, intending to be legally bound, agree as follows:

SECTION 1 DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set
forth below:

"ACQUIRED COMPANIES" shall mean the Company and its Subsidiaries,
collectively.

"AFFILIATE AGREEMENTS" shall have the meaning set forth in Section 6.8.

"APPLICABLE CONTRACT" shall mean any Contract involving $5,000 or more or
which are not cancelable within 30 days (a) under which any Acquired Company has
or may acquire any rights, (b) under which any Acquired Company has or may
become subject to any obligation or liability, or (c) by which any Acquired
Company or any of the assets owned or used by it is or may become bound.

"ARTICLES OF MERGER" shall have the meaning set forth in Section 2.2.

"AVERAGE CLOSING PRICE" shall mean the average per share closing price on
the Nasdaq National Market of Unison Common Stock during the 20 consecutive
trading days ending on the fifth trading day prior to the Effective Time.

"BALANCE SHEET" shall have the meaning set forth in Section 4.4.

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"BEST EFFORTS" shall mean the efforts that a prudent Person desirous of
achieving a result would use in similar circumstances to ensure that such result
is achieved as expeditiously as possible, without incurring unreasonable
expense.

"BREACH" of a representation, warranty, covenant, obligation, or other
provision of this Agreement or any instrument delivered pursuant to this
Agreement, shall mean any inaccuracy in or breach of, or any failure to perform
or comply with, such representation, warranty, covenant, obligation, or other
provision.

"CLOSING" shall have the meaning set forth in Section 2.5.

"CLOSING DATE" shall mean the date and time as of which the Closing
actually takes place.

"COMPANY" shall have the meaning set forth in the first paragraph of this
Agreement.

"CONSENT" shall mean any approval, consent, ratification, waiver, or other
authorization (including any Governmental Authorization).

"CONTEMPLATED TRANSACTIONS" shall mean all of the transactions contemplated
by this Agreement, including:

(a) the Merger;

(b) the execution, delivery, and performance of the Affiliate Agreements,
Employment Agreements, the Releases and the Escrow Agreement; and

"CONTRACT" shall mean any agreement, contract, obligation, promise, or
undertaking (whether written or oral and whether express or implied) that is
legally binding.

"DGCL" shall mean the Delaware General Corporation Law.

"DISCLOSURE SCHEDULES" shall mean the disclosure schedules delivered by the
Company to Unison and LABCO in connection with the execution and delivery of
this Agreement.

"EFFECTIVE TIME" shall have the meaning set forth in Section 2.2 hereof.

"EMPLOYMENT AGREEMENTS" shall mean employment agreements between the
Company and each of the Senior Managers (collectively, the "Employment
Agreements") in the form of Exhibit 2.6(a)(iv).

"ENCUMBRANCE" shall mean any charge, claim, community property interest,
condition, equitable interest, lien, option, pledge, security interest, right of
first refusal, or restriction of any kind, including any restriction on use,
voting, transfer, receipt of income, or exercise of any other attribute of
ownership.

"ENVIRONMENT" shall mean soil, land surface or subsurface strata, surface
waters (including navigable waters, ocean waters, streams, ponds, drainage
basins, and wetlands), groundwaters, drinking water supply, stream sediments,
ambient air (including indoor air), plant and animal life, and any other
environmental medium or natural resource.

"ENVIRONMENTAL, HEALTH, AND SAFETY LIABILITIES" shall mean any cost,
damages, expense, liability, obligation, or other responsibility arising from or
under Environmental Law or Occupational Safety and Health Law and consisting of
or relating to:

(a) any environmental, health, or safety matters or conditions (including
on-site or off-site contamination, occupational safety and health, and
regulation of chemical substances or products);

(b) fines, penalties, judgments, awards, settlements, legal or
administrative proceedings, damages, losses, claims, demands and response,
investigative, remedial, or inspection costs and expenses arising under
Environmental Law or Occupational Safety and Health Law;

(c) financial responsibility under Environmental Law or Occupational Safety
and Health Law for cleanup costs or corrective action, including any
investigation, cleanup, removal, containment, or other

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remediation or response actions ("Cleanup") required by applicable Environmental
Law or Occupational Safety and Health Law (whether or not such Cleanup has been
required or requested by any Governmental Body or any other Person) and for any
natural resource damages; or

(d) any other compliance, corrective, investigative, or remedial measures
required under Environmental Law or Occupational Safety and Health Law.

The terms "removal," "remedial," and "response action," include the types
of activities covered by the United States Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. sec. 9601 et seq., as amended
("CERCLA").

"ENVIRONMENTAL LAW" shall mean any Legal Requirement that requires or
relates to:

(a) advising appropriate authorities, employees, and the public of intended
or actual releases of pollutants, medical waste or hazardous substances or
materials, violations of discharge limits, or other prohibitions and of the
commencements of activities, such as resource extraction or construction, that
could have significant impact on the Environment;

(b) preventing or reducing to acceptable levels the release of pollutants
or hazardous substances or materials into the Environment;

(c) reducing the quantities, preventing the release, or minimizing the
hazardous characteristics of wastes that are generated;

(d) assuring that products are designed, formulated, packaged, and used so
that they do not present unreasonable risks to human health or the Environment
when used or disposed of;

(e) protecting resources, species, or ecological amenities;

(f) reducing to acceptable levels the risks inherent in the transportation
of hazardous substances, pollutants, oil, or other potentially harmful
substances;

(g) cleaning up pollutants that have been released, preventing the threat
of release, or paying the costs of such clean up or prevention; or

(h) making responsible parties pay private parties, or groups of them, for
damages done to their health or the Environment, or permitting self-appointed
representatives of the public interest to recover for injuries done to public
assets.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974 or
any successor law, and regulations and rules issued pursuant to that Act or any
successor law.

"ESCROW AGENT" shall mean Harris Trust and Savings Bank.

"ESCROW AGREEMENT" shall have the meaning set forth in Section 2.6(a)(v).

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

"EXCHANGE AGENT" shall mean Harris Trust and Savings Bank.

"FACILITIES" shall mean any real property, leaseholds, or other interests
currently or formerly owned or operated by any Acquired Company and any
buildings, plants, structures, or equipment (including motor vehicles and
rolling stock) currently or formerly owned or operated by any Acquired Company.

"GAAP" shall mean generally accepted United States accounting principles,
applied on a basis consistent with the basis on which the Balance Sheet and the
other financial statements referred to in Section 4.4 were prepared.

"GOVERNMENTAL AUTHORIZATION" shall mean any approval, consent, license,
permit, waiver, or other authorization issued, granted, given, or otherwise made
available by or under the authority of any Governmental Body or pursuant to any
Legal Requirement.

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"GOVERNMENTAL BODY" shall mean any:

(a) nation, state, county, city, town, village, district, or other
jurisdiction of any nature;

(b) federal, state, local, municipal, foreign, or other government;

(c) governmental or quasi-governmental authority of any nature (including
any governmental agency, branch, department, official, or entity and any court
or other tribunal);

(d) multi-national organization or body; or

(e) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or
power of any nature.

"HAZARDOUS ACTIVITY" shall mean the distribution, generation, handling,
importing, management, manufacturing, processing, production, refinement,
Release, storage, transfer, transportation, treatment, or use (including any
withdrawal or other use of groundwater) of Hazardous Materials in, on, under,
about, or from the Facilities or any part thereof into the Environment, and any
other act, business, operation, or thing that increases the danger, or risk of
danger, or poses an unreasonable risk of harm to persons or property on or off
the Facilities, or that may affect the value of the Facilities or the Acquired
Companies.

"HAZARDOUS MATERIALS" shall mean any waste or other substance that is
listed, defined, designated, or classified as, or otherwise determined to be,
hazardous, radioactive, or toxic or a pollutant or a contaminant under or
pursuant to any Environmental Law, including any admixture or solution thereof,
and specifically including petroleum and all derivatives thereof or synthetic
substitutes therefor and asbestos or asbestos-containing materials.

"INTELLECTUAL PROPERTY ASSETS" shall have the meaning set forth in Section
4.22.

"INTERIM BALANCE SHEET" shall have the meaning set forth in Section 4.4.

"IRC" shall mean the Internal Revenue Code of 1986, as amended, or any
successor law, and regulations issued by the IRS pursuant to the Internal
Revenue Code or any successor law.

"IRS" shall mean the United States Internal Revenue Service or any
successor agency, and, to the extent relevant, the United States Department of
the Treasury.

"KNOWLEDGE" of a particular fact or other matter shall mean such individual
is actually aware of such fact or other matter. A Person (other than an
individual) will be deemed to have "Knowledge" of a particular fact or other
matter if any individual who is serving as a director, or executive or operating
officer of such Person (or in any similar capacity) has Knowledge of such fact
or other matter.

"LEGAL REQUIREMENT" shall mean any federal, state, local, municipal,
foreign, international, multinational, or other administrative order,
constitution, law, ordinance, principle of common law, regulation, statute, or
treaty.

"LETTER OF TRANSMITTAL" shall have the meaning set forth in Section 3.4(b)
hereof.

"MEMPHIS" shall mean Memphis Clinical Laboratory Inc.

"MERGER" shall mean the merger of LABCO with and into the Company with the
Company being the surviving corporation pursuant to this Agreement.

"OBJECTING SHARES" shall have the meaning set forth in Section 3.2(d).

"OCCUPATIONAL SAFETY AND HEALTH LAW" shall mean any Legal Requirement
designed to provide safe and healthful working conditions and to reduce
occupational safety and health hazards, and any program, whether governmental or
private (including those promulgated or sponsored by industry associations and
insurance companies), designed to provide safe and healthful working conditions.

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"ORDER" shall mean any award, decision, injunction, judgment, order,
ruling, subpoena, or verdict entered, issued, made, or rendered by any court,
administrative agency, or other Governmental Body or by any arbitrator.

"ORDINARY COURSE OF BUSINESS" shall mean an action taken by a Person which:

(a) is consistent with the past practices of such Person and is taken in
the ordinary course of the normal day-to-day operations of such Person;

(b) is not required to be authorized by the board of directors of such
Person (or by any Person or group of Persons exercising similar authority); and

(c) is similar in nature and magnitude to actions customarily taken,
without any authorization by the board of directors (or by any Person or group
of Persons exercising similar authority), in the ordinary course of the normal
day-to-day operations of other Persons that are in the same line of business as
such Person.

"ORGANIZATIONAL DOCUMENTS" shall mean: (a) the articles or certificate of
incorporation and the bylaws of a corporation; (b) the partnership agreement and
any statement of partnership of a general partnership; (c) the limited
partnership agreement and the certificate of limited partnership of a limited
partnership; (d) any charter or similar document adopted or filed in connection
with the creation, formation, or organization of a Person; and (e) any amendment
to any of the foregoing.

"PER SHARE CONSIDERATION" shall have the meaning set forth in Section 3.1.

"PERSON" shall mean any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union, or other entity
or Governmental Body.

"PLAN" shall have the meaning set forth in Section 4.13(a).

"PROCEEDING" shall mean any action, arbitration, audit, hearing,
investigation, litigation, or suit (whether civil, criminal, administrative,
investigative, or informal) commenced, brought, conducted, or heard by or
before, or otherwise involving, any Governmental Body or arbitrator.

"RELATED PERSON" shall mean with respect to a particular individual:

(a) each other member of such individual's Family;

(b) any Person that is directly or indirectly controlled by such individual
or one or more members of such individual's Family;

(c) any Person in which such individual or members of such individual's
Family hold (individually or in the aggregate) a Material Interest; or

(d) any Person with respect to which such individual or one or more members
of such individual's Family serves as a director, officer, partner, executor, or
trustee (or in a similar capacity).

With respect to a specified Person other than an individual:

(a) any Person that directly or indirectly controls, is directly or
indirectly controlled by, or is directly or indirectly under common control with
such specified Person;

(b) any Person that holds a Material Interest in such specified Person;

(c) each Person that serves as a director, officer, partner, executor, or
trustee of such specified Person (or in a similar capacity);

(d) any Person in which such specified Person holds a Material Interest;

(e) any Person with respect to which such specified Person serves as a
general partner or a trustee (or in a similar capacity); or

(f) any Related Person of any individual described in clause (b) or (c).

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For purposes of this definition, (a) the "Family" of an individual includes
(i) the individual, (ii) the individual's spouse and (iii) any other natural
person who is related to the individual or the individual's spouse within the
second degree, and (b) "Material Interest" means direct or indirect beneficial
ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934)
of voting securities or other voting interests representing at least 10% of the
outstanding voting power of a Person or equity securities or other equity
interests representing at least 10% of the outstanding equity securities or
equity interests in a Person.

"RELEASE" shall mean any spilling, leaking, emitting, discharging,
depositing, escaping, leaching, dumping, or other releasing into the
Environment, whether intentional or unintentional.

"RELEASES" shall have the meaning set forth in Section 2.6(a)(iii).

"REPRESENTATIVE" shall mean with respect to a particular Person, any
director, officer, employee, agent, consultant, advisor, or other representative
of such Person, including legal counsel, accountants, and financial advisors.

"RESERVE SHARES" shall have the meaning set forth in Section 3.2(a).

"SEC" shall mean the Securities and Exchange Commission.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any
successor law, and regulations and rules issued pursuant to that Act or any
successor law.

"SENIOR MANAGERS" shall mean W. Jerome McGee and Harold N. McKinney.

"SHAREHOLDERS" shall mean all holders of the Shares.

"SHARES" shall mean all issued and outstanding shares of capital stock of
the Company.

"SUBSIDIARY" shall mean with respect to any Person (the "Owner"), any
corporation or other Person of which securities or other interests having the
power to elect a majority of that corporation's or other Person's board of
directors or similar governing body, or otherwise having the power to direct the
business and policies of that corporation or other Person (other than securities
or other interests having such power only upon the happening of a contingency
that has not occurred) are held by the Owner or one or more of its Subsidiaries;
when used without reference to a particular Person, "Subsidiary" means a
Subsidiary of the Company.

"TAX" shall mean any tax (including any income tax, capital gains tax,
value-added tax, sales tax, property tax, gift tax or estate tax), levy,
assessment, tariff, duty (including any customs duty), deficiency or other fee,
and any related charge or amount (including any fine, penalty, interest or
addition to tax), imposed, assessed or collected by or under the authority of
any Governmental Body or payable pursuant to any tax-sharing agreement or any
other Contract relating to the sharing or payment of any such tax, levy,
assessment, tariff, duty, deficiency or fee.

"TAX RETURN" shall mean any return (including any information return),
report, statement, schedule, notice, form, or other document or information
filed with or submitted to, or required to be filed with or submitted to, any
Governmental Body in connection with the determination, assessment, collection,
or payment of any Tax or in connection with the administration, implementation,
or enforcement of or compliance with any Legal Requirement relating to any Tax.

"THIRD PARTY" shall mean a Person other than Unison, LABCO or any affiliate
thereof.

"THIRD PARTY ACQUISITION" shall mean the occurrence of any of the following
events: (i) the acquisition of any of the Acquired Companies by merger,
consolidation, or other business combination transaction by a Third Party; (ii)
the acquisition by any Third Party of, or any divestiture or other transaction
resulting in the Company owning less than, 50% or more (in book value or market
value) of the total assets of the Company and its subsidiaries, taken as a whole
as of the date hereof; (iii) the acquisition by a Third Party of 50% or more of
the outstanding Shares, whether by tender offer, exchange or otherwise; or (iv)
the adoption by the Company of a plan of liquidation or a plan of
recapitalization or the declaration or payment of an extraordinary dividend.

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"THREAT OF RELEASE" shall mean a substantial likelihood of a Release that
may require action in order to prevent or mitigate damage to the Environment
that may result from such Release.

"THREATENED" in respect of any claim, Proceeding, dispute, action, or other
matter shall mean that any demand or statement has been made (orally or in
writing) or any notice has been given (orally or in writing).

"TRANSACTION EXPENSES" shall mean all out-of-pocket expenses and fees up to
$150,000 in the aggregate (including, without limitation, legal fees and
expenses, fees and expenses payable to all banks, investment banking firms,
other financial institutions and other persons and their respective agents and
counsel for arranging, committing to provide or providing any financing or
services for the Merger and any transactions contemplated thereby or structuring
the transactions, and all fees of counsel, accountants, experts, consultants and
soliciting or information firms to Unison and LABCO, and all printing, mailing
and advertising expenses) actually incurred and paid by Unison or LABCO or on
their behalf in connection with the transactions, including, without limitation,
any litigation related thereto and the financing thereof, and actually incurred
and paid by banks, investment banking firms, other financial institutions and
other persons and assumed by Unison or LABCO in connection with the negotiation,
preparation, execution and performance of this Agreement, the structuring and
financing of the Merger and any transactions contemplated hereby and thereby and
any litigation and any financing commitments or agreements relating thereto.

"URBCA" shall mean the Utah Revised Business Corporation Act.

"UNISON COMMON STOCK" shall mean the $.001 par value per share common stock
of Unison.

SECTION 2 THE MERGER AND EFFECTIVE TIME;
SURVIVING CORPORATION; CLOSING

SECTION 2.1 The Merger. At the Effective Time, and subject to the terms
and conditions set forth herein, LABCO shall be merged with and into the Company
and the separate existence of LABCO shall thereupon cease, in accordance with
the applicable provisions of the URBCA. The Company shall be the surviving
corporation in the Merger (sometimes referred to herein as the "Surviving
Corporation") and will continue to be governed by the State of Utah and all of
its rights, privileges, immunities and franchises, public or private, and all of
its duties and liabilities as a corporation organized under the URBCA, will
continue unaffected by the Merger. The Merger will have the effects specified by
the URBCA.

SECTION 2.2 Effective Time. At the Closing, the Company and LABCO will
execute and deliver articles of merger (the "Articles of Merger") and a
certificate of merger (the "Certificate of Merger") substantially in the forms
of Exhibits 2.2(A) and 2.2(B), respectively, and will, as promptly as
practicable thereafter, cause the Articles of Merger to be filed with the
Division of Corporations and Commercial Code of the State of Utah, as provided
in Section 16-10a-1105 of the URBCA and the Certificate of Merger to be filed
with the Secretary of State of the State of Delaware as provided in Section
252(c) of the DGCL. Subject to and in accordance with the URBCA and DGCL, the
Merger shall become effective at the date and time specified in the Articles of
Merger and Certificate of Merger (the "Effective Time").

SECTION 2.3 Articles of Incorporation And Bylaws. The Articles of
Incorporation and Bylaws of the Company as in effect immediately prior to the
Effective Time shall be the Articles of Incorporation and Bylaws of the
Surviving Corporation.

SECTION 2.4 Board Of Directors. From and after the Effective Time, the
Board of Directors of LABCO shall be the Board of Directors of the Surviving
Corporation.

SECTION 2.5 Closing. The closing of the transactions contemplated herein
(the "Closing") shall take place at the offices of Quarles & Brady, One East
Camelback, Suite 400, Phoenix, Arizona at 10:00 a.m. (local time) on September
30, 1996 or at such other time and place as the parties may agree. Subject to
the provisions of Section 9, failure to consummate the Contemplated Transactions
on the date and time and at the place determined pursuant to this Section 2.5
will not result in the termination of this Agreement and will not relieve any
party of any obligation under this Agreement.

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SECTION 2.6 Closing Obligations. At the Closing:

(a) The Company will deliver to Unison and LABCO:

(i) two copies of the Articles of Merger, each duly executed on behalf
of the Company;

(ii) two copies of the Certificate of Merger, each duly executed on
behalf of the Company;

(iii) releases in the form of Exhibit 2.6(a)(iii) executed by each of
the Senior Managers and the Maguire Limited Partnership (collectively, the
"Releases");

(iv) the Employment Agreements, executed by the Senior Managers;

(v) an escrow agreement in the form of Exhibit 2.6(a)(v), executed by
the Company and the Escrow Agent (the "Escrow Agreement");

(vi) a certificate executed by the Company representing and warranting
to Unison and LABCO that each of the Company's representations and
warranties in this Agreement was accurate in all respects as of the date of
this Agreement and is accurate in all respects as of the Closing Date as if
made on the Closing Date (giving full effect to any supplements to the
Disclosure Schedules that were delivered by the Company to Unison and LABCO
prior to the Closing Date in accordance with Section 6.10);

(vii) a certificate executed by the Company representing and
warranting to Unison and LABCO that there has been no change to the Company
Tax Representation Letter delivered pursuant to Section 6.6;

(viii) one or more certificates executed by the Shareholders listed on
Schedule 6.7 representing and warranting to Unison and LABCO that there has
been no change to the Shareholder Tax Representation Letter delivered
pursuant to 6.7; and

(ix) copies of the resolutions of the Company's Board of Directors and
Shareholders duly authorizing the Contemplated Transactions.

(b) Unison and LABCO will deliver or cause to be delivered:

(i) to the Company two copies of the Articles of Merger, each duly
executed on behalf of LABCO;

(ii) to the Company two copies of the Certificate of Merger, each duly
executed on behalf of LABCO;

(iii) to the Company a certificate executed by Unison and LABCO
representing and warranting to the Company that each of Unison's and
LABCO's representations and warranties in this Agreement was accurate in
all respects as of the date of this Agreement and is accurate in all
respects as of the Closing Date as if made on the Closing Date (giving full
effect to any supplements to the schedules, delivered by Unison and LABCO
to the Company pursuant to Section 5, prior to the Closing Date in
accordance with Section 6.10);

(iv) to the Company the Escrow Agreement executed by Unison and LABCO;

(v) to the Senior Managers the Employment Agreements executed by
LABCO;

(vi) to the Company, the Unison/LABCO Tax Representation Letter
pursuant to Section 6.13; and

(vii) copies of the resolutions of Unison's and LABCO's Board of
Directors and shareholders duly authorizing the Contemplated Transactions.

SECTION 3 CONVERSION OF SHARES

SECTION 3.1 Per Share Consideration. If the Average Closing Price is
$11.00 or greater but not more than $15.00, the "Per Share Consideration"
(expressed in shares of Unison Common Stock) shall be a fraction the numerator
of which shall be, subject to adjustment as set forth in Section 3.2(f) and
Section 3.3, 521,000 and the denominator of which shall be the number of Shares
outstanding immediately prior to the

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Effective Time. Unison and LABCO may terminate this Agreement if the Average
Closing Price is greater than $15.00, and the Company may terminate this
Agreement if the Average Closing Price is less than $11.00.

SECTION 3.2 Conversion Of Shares In The Merger. At the Effective Time, by
virtue of the Merger and without any action on the part of any holder of capital
stock of the Company:

(a) Each Share issued and outstanding immediately prior to the Effective
Time (other than Shares referred to in Section 3.2(b) below and Objecting
Shares) shall be canceled and extinguished and be converted into the Per Share
Consideration determined pursuant to Section 3.1, which shares shall be
distributed by the Exchange Agent to each Shareholder pursuant to Section 3.4
hereof; provided, however, that an amount corresponding to fractional shares
that are paid in cash pursuant to Section 3.2(e) need not be delivered and a
number of shares of Unison Common Stock equal to 10% of the aggregate Per Share
Consideration shall be reserved from the shares otherwise to be delivered to the
McKinney Trust, the McGee Trust and the Maguire Limited Partnership and
delivered by the Exchange Agent directly to the Escrow Agent pursuant to Section
3.4 hereof (all such shares to be delivered to the Escrow Agent are collectively
referred to herein as the "Reserve Shares"), which Reserve Shares shall be
available to satisfy those contingencies of the Company specifically identified
in the Escrow Agreement;

(b) Each share of the Company's capital stock issued and outstanding and
owned by any of the Acquired Companies and all unissued shares of the Company's
capital stock held by the Company immediately prior to the Effective Time shall
cease to be outstanding, be canceled and retired without payment of any
consideration therefor and cease to exist;

(c) Each share of Common Stock, par value $.01 per share, of LABCO issued
and outstanding immediately prior to the Effective Time shall be converted into
one validly issued, fully paid and nonassessable share of Common Stock, par
value $.01 per share, of the Surviving Corporation;

(d) Notwithstanding anything in this Agreement to the contrary, each Share
which is issued and outstanding immediately prior to the Effective Time and
which is held by a Shareholder who has caused the Company to receive, before the
vote of the Shareholders is taken with respect to the Merger, written notice of
such Shareholder's intent to demand payment for such Shares if the Merger is
effectuated, who has not voted such Shares in favor of the Merger or consented
thereto in writing, and who has demanded appraisal rights with respect thereto
in the manner provided in Section 16-10a-1323 of the URBCA or any successor
statute (collectively, the "Objecting Shares"), shall not be converted into or
represent the right to receive the Per Share Consideration provided for in the
Section 3.2(a). Holders of Objecting Shares, however, will be entitled, assuming
compliance by them with all applicable provisions of the URBCA, to receive the
appraised value of such shares in accordance with the applicable provisions of
the URBCA;

(e) No fractional shares of Unison Common Stock shall be issued in
connection with the Merger. In lieu of any such fractional shares, including any
fractional shares resulting from the calculation of the Reserve Shares, each
Shareholder who would otherwise be entitled to receive a fraction of a share of
Unison Common Stock shall be entitled to receive instead an amount in cash equal
to such fraction multiplied by the Average Closing Price.

(f) If, between the date of this Agreement and the Effective Time, the
outstanding number of shares of Unison Common Stock shall have been changed into
a different number of shares by reason of a split-up or combination of shares of
Unison Common Stock, or with respect to such split-up or combination there shall
be declared a record date within said period with a distribution date after the
Effective Time or a stock dividend on Unison Common Stock shall be declared with
a record date within such period, the Per Share Consideration to be delivered
pursuant to Section 3.1, the adjustment as provided in Section 3.3 and the
$11.00 to $15.00 price range set forth in Section 3.1 shall be appropriately
adjusted.

SECTION 3.3 Adjustments to Per Share Consideration.

(a) The aggregate number of shares to be delivered under Section 3.1 shall
be subject to reduction based on net income of the Company for the quarter
ending June 30, 1996 (the "Second Quarter Net Income").

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(b) As soon as reasonably practicable after the receipt of an income
statement for the Company for the quarter ending June 30, 1996, in accordance
with GAAP consistently applied throughout the period, which the Company shall
use its Best Efforts to furnish to Unison and LABCO within 30 days of the end of
such quarter, Unison shall:

(i) subtract from (1) the Second Quarter Net Income (2) that portion
("Unison Testing Net Income") of Second Quarter Net Income attributable to
testing by the Company at or for residents of long-term care facilities
owned, leased or managed by Unison or by any of its Subsidiaries ("Revised
Second Quarter Net Income"). Unison shall calculate Unison Testing Net
Income by multiplying (X) the revenue from testing by the Company at or for
residents of long-term care facilities owned, leased or managed by Unison
or by any of its Subsidiaries by (Y) the Acquired Companies' average margin
and subtracting from such product (Z) an amount for tax based on an
effective rate of 34%;

(ii) divide (1) Revised Second Quarter Net Income by (2) the numerator
of the Per Share Consideration under Section 3.1.

(c) To the extent that the amount obtained in Section 3.3(b)(ii) is less
than .19, Unison shall deduct from that number of shares of Unison Common Stock
to be delivered pursuant to Section 3.1 a number of shares sufficient such that
the calculation in Section 3.3(b)(ii) shall yield not less than .19.

SECTION 3.4 Exchange of Certificates.

(a) As of the Effective Time, LABCO shall deposit with a bank or trust
company to be designated by LABCO (the "Exchange Agent"), for the benefit of the
holders of Shares, for exchange in accordance with this Section 3, through the
Exchange Agent, (i) certificates representing the shares of Unison Common Stock
issuable pursuant to Section 3.2(a) in exchange for issued and outstanding
Shares, less the amount of such Shares to be delivered directly to the Escrow
Agent pursuant to such Section 3.2(a) and (ii) cash in an amount sufficient for
the consideration owed for fractional shares. Unison Common Stock into which
Shares shall be converted pursuant to the Transaction shall be deemed to have
been issued at the Effective Time.

(b) As soon as reasonably practicable after the Effective Time, Unison and
LABCO shall cause the Exchange Agent to mail to each record holder of Shares (i)
a letter of transmittal (the "Letter of Transmittal"), which shall specify that
delivery shall be effected, and risk of loss and title to the certificates
representing the Shares held by such record holder (the "Certificates") shall
pass, only upon delivery of the Certificates to the Exchange Agent and which
shall be in such form and have such other provisions as LABCO shall reasonably
specify and (ii) instructions for surrendering the Certificates in exchange for
certificates representing shares of Unison Common Stock and for receiving cash
payments in lieu of fractional shares of Unison Common Stock. Upon surrender of
a Certificate for cancellation to the Exchange Agent, together with such Letter
of Transmittal duly executed and such other documents as LABCO or the Exchange
Agent shall reasonably request: (x) the holder of such Certificate shall be
entitled to receive promptly in exchange therefor a certificate representing the
shares of Unison Common Stock described in Section 3.2(a) hereof (rounded down
to the nearest whole share) and a cash payment for fractional shares calculated
on the basis of the Average Closing Price; and (y) Unison and LABCO shall cause
the Exchange Agent to prepare and deliver to the Escrow Agent, in the name of
the Escrow Agent, a certificate or certificates representing the Reserve Shares
(rounded down to the nearest whole share). The Certificates so surrendered shall
forthwith be canceled. From and after the Effective Time, Unison shall be
entitled to treat such Certificates for Shares which have not yet been
surrendered for exchange as evidencing the ownership of that number of shares of
Unison Common Stock into which the Shares represented by such Certificates shall
have been converted, notwithstanding any failure to surrender such certificates.

(c) Until surrendered as contemplated by this Section 3.4, each Certificate
shall be deemed at any time after the Effective Time to represent only the right
to receive upon such surrender such shares of Unison Common Stock and cash
payment for fractional shares as provided in this Section 3.

(d) If any certificate for shares of Unison Common Stock is to be issued in
a name other than that in which the Certificate for Shares surrendered therefor
is registered, it shall be a condition of such issuance that the person
requesting such issuance shall pay any transfer or other tax required by the
reason of the issuance of

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such shares of Unison common stock in a name other than that of the registered
holder of the Certificate surrendered, or shall establish to the satisfaction of
Unison or the Exchange Agent that such tax has been paid or is not applicable.

(e) Neither Unison, LABCO nor the Company shall be liable to the holder of
Shares for any shares of Unison Common Stock delivered to a public official
pursuant to any applicable abandoned property, escheat or similar law.

SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Unison and LABCO as follows:

SECTION 4.1 Organization and Good Standing; Capitalization; Agreements
Regarding Capital Stock.

(a) Schedule 4.1(a) hereto contains a complete and accurate list for each
Acquired Company of its name, its jurisdiction of incorporation, each other
jurisdiction in which it is authorized to do business, and its capitalization
(including the number of shares of each class authorized and outstanding, the
identity of each stockholder and each Person who has any right to acquire
capital stock from such Acquired Company and the number of shares of each class
of stock held by each Person or which such Person has the right to acquire from
such Acquired Company, all on an actual basis and fully-diluted basis as of the
Effective Time). Each Acquired Company is a corporation duly organized, validly
existing, and in good standing under the laws of its jurisdiction of
incorporation, with full corporate power and authority to conduct its business
as it is now being conducted, to own or use the properties and assets that it
purports to own or use, and to perform all its obligations under Applicable
Contracts. Each Acquired Company is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each state or other
jurisdiction in which either the ownership or use of the properties owned or
used by it, or the nature of the activities conducted by it, requires such
qualification, except where the failure to be so qualified would not have a
material adverse effect on the assets, financial condition or results of
operations of such Acquired Company.

(b) Attached as Schedule 4.1(b) are true and correct copies of the
Organizational Documents of each Acquired Company, as currently in effect.

(c) Set forth on Schedule 4.1(c) is a true and correct description of all
agreements, rights or other Contracts pursuant to which any Person has the right
to: (i) acquire from any Acquired Company, by purchase, exercise, exchange,
conversion or otherwise, any equity or other security of any Acquired Company or
the right to acquire any such security; (ii) cause any Acquired Company to
register, under the Securities Act or otherwise, any securities of any Acquired
Company; or (iii) vote or direct the voting of any class of capital stock of any
Acquired Company or appoint any member of any Acquired Company's board of
directors.

SECTION 4.2 Authority; No Conflict.

(a) This Agreement constitutes the legal, valid, and binding obligation of
the Company, enforceable against the Company in accordance with its terms. The
Company has the absolute and unrestricted right, power, authority and capacity
to execute and deliver this Agreement and to perform its obligations hereunder.

(b) Except as set forth on Schedule 4.2(b), neither the execution and
delivery of this Agreement nor the consummation or performance of any of the
Contemplated Transactions will, directly or indirectly (with or without notice
or lapse of time):

(i) contravene, conflict with, or result in a violation of (A) any
provision of the Organizational Documents of the Acquired Companies, or (B)
any resolution adopted by the board of directors or the stockholders of any
Acquired Company;

(ii) to Company's knowledge, contravene, conflict with, or result in a
violation of, or give any Governmental Body or other Person the right to
challenge any of the Contemplated Transactions or to exercise any remedy or
obtain any relief under, any Legal Requirement or any Order to which any
Acquired Company, or any of the assets owned or used by any Acquired
Company, may be subject;

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(iii) to Company's knowledge, contravene, conflict with, or result in
a violation of any of the terms or requirements of, or give any
Governmental Body the right to revoke, withdraw, suspend, cancel,
terminate, or modify, any Governmental Authorization that is held by any
Acquired Company or that otherwise relates to the business of, or any of
the assets owned or used by, any Acquired Company;

(iv) to Company's knowledge, cause any Acquired Company to become
subject to, or to become liable for the payment of, any Tax;

(v) except as set forth on Schedule 4.2(b)(v), contravene, conflict
with, or result in a violation or breach of any provision of, or give any
Person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate, or
modify, any Applicable Contract to the extent any of the foregoing would
have a material adverse effect on the financial condition of the Acquired
Companies or the Acquired Companies' business operations; or

(vi) to Company's knowledge, result in the imposition or creation of
any Encumbrance upon or with respect to any of the assets owned or used by
any Acquired Company to the extent any of the foregoing would have a
material adverse effect on the financial condition of the Acquired
Companies or the Acquired Companies' business operations.

(c) Other than obtaining the requisite vote of the Shareholders, no
Acquired Company is or will be required to give any notice to or obtain any
Consent from any Person in connection with the execution and delivery of this
Agreement or the consummation or performance of any of the Contemplated
Transactions.

SECTION 4.3 Capitalization. The authorized and outstanding equity
securities of the Company are as set forth on Schedule 4.1(a) hereto. All of the
outstanding equity securities of each Subsidiary of the Company are owned of
record and beneficially by the Company, free and clear of all Encumbrances,
except the Encumbrances noted on Schedule 4.1(a). Schedule 4.1(a) also sets
forth whether or not such Encumbrances will be satisfied at or prior to the
Closing. No legend or other reference to any purported Encumbrance appears upon
any certificate representing equity securities of any Acquired Company. All of
the outstanding equity securities of each Acquired Company have been duly
authorized and validly issued and are fully paid and nonassessable, and no such
security was issued in violation of any preemptive right or other right to
subscribe to or purchase any securities of the Company. None of the outstanding
equity securities or other securities of any Acquired Company was issued in
violation of the Securities Act or any other Legal Requirement. No Acquired
Company owns, or has any Contract to acquire, any equity securities or other
securities of any Person (other than Acquired Companies) or any direct or
indirect equity or ownership interest in any other business.

SECTION 4.4 Financial Statements. The Company has delivered to LABCO: (a)
consolidated balance sheets of the Acquired Companies as at December 31, 1994,
and the related consolidated statements of income, changes in stockholders'
equity, and cash flow for each of the prior fiscal years then ended, together
with the report thereon of Ronald H. Ridgers, PC, CPA, independent certified
public accountant; (b) a consolidated balance sheet of the Acquired Companies as
at December 31, 1995 (including the notes thereto, the "Balance Sheet"), and the
related consolidated statements of income, changes in stockholders' equity, and
cash flow for the fiscal year then ended, together with the report thereon of
Ronald H. Ridgers, PC, CPA, independent certified public accountant, and (c) an
unaudited consolidated balance sheet of the Acquired Companies as at March 31,
1996 (the "Interim Balance Sheet") and the related unaudited consolidated
statements of income, changes in stockholders' equity, and cash flow for the
three months then ended. Such financial statements (and notes where applicable)
fairly present the financial condition and the results of operations, changes in
stockholders' equity, and cash flow of the Acquired Companies as at the
respective dates of and for the periods referred to in such financial
statements, all in accordance with GAAP consistently applied throughout the
periods involved, subject, in the case of interim financial statements, to
normal recurring year-end adjustments (the effect of which will not,
individually or in the aggregate, be materially adverse) and the absence of
notes (that, if presented, would not differ materially from those included in
the Balance Sheet). No financial statements of any Person other than the
Acquired Companies are required by GAAP to be included in the consolidated
financial statements of the Company.

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SECTION 4.5 Books and Records. Except as set forth on Schedule 4.5 hereto
(which disclosure shall not be considered for purposes of calculating the right
to or amount of damages or other amounts to be paid to LABCO under the Escrow
Agreement), the books of account, minute books, stock record books, and other
records of the Acquired Companies, all of which have been made available to
LABCO, are complete and correct and have been maintained in accordance with
sound business practices. The minute books of the Acquired Companies contain
accurate and complete records of all meetings held of, and corporate action
taken by, the stockholders, the Boards of Directors, and committees of the
Boards of Directors of the Acquired Companies, and no meeting of any such
stockholders, Board of Directors, or committee in which material matters have
been acted upon has been held for which minutes have not been prepared and are
not contained in such minute books. At the Closing, all of those books and
records will be in the possession of the Acquired Companies.

SECTION 4.6 Title to Properties; Encumbrances. Except as set forth on
Schedule 4.6 hereto, the Acquired Companies do not own, directly or indirectly,
any real property. Set forth on Schedule 4.6 hereto is a complete and accurate
list of all real property leases, or other real property interests owned by any
Acquired Company. The Acquired Companies own all the properties and assets
(whether real, personal, or mixed and whether tangible or intangible) that they
purport to own, including all of the properties and assets reflected in the
Balance Sheet and the Interim Balance Sheet (except for assets held under
capitalized leases disclosed on Schedule 4.6 and personal property sold since
the date of the Balance Sheet and the Interim Balance Sheet, as the case may be,
in the Ordinary Course of Business), and all of the properties and assets
purchased or otherwise acquired by the Acquired Companies since the date of the
Balance Sheet (except for personal property acquired and sold since the date of
the Balance Sheet in the Ordinary Course of Business and consistent with past
practice). All material properties and assets reflected in the Balance Sheet and
the Interim Balance Sheet are free and clear of all Encumbrances except (a)
mortgages or security interests shown on the Balance Sheet or the Interim
Balance Sheet as securing specified liabilities or obligations, with respect to
which no default (or event that, with notice or lapse of time or both, would
constitute a default) exists, (b) mortgages or security interests incurred in
connection with the purchase of property or assets after the date of the Interim
Balance Sheet (such mortgages and security interests being limited to the
property or assets so acquired), with respect to which no default (or event
that, with notice or lapse of time or both, would constitute a default) exists,
and (c) liens for current taxes not yet due.

SECTION 4.7 Condition and Sufficiency of Assets. Set forth on Schedule
4.7 hereto is a complete and accurate list of all equipment owned or leased by
the Acquired Companies with an acquisition cost of $1,000 or more (the
"Equipment"), showing whether each item is owned or leased. All items of
Equipment are in good operating condition and repair, and are adequate for the
uses to which they are being put, and none of such items is in need of
maintenance or repairs except for ordinary, routine maintenance and repairs that
are not material in nature or cost. The items of Equipment are sufficient for
the continued conduct of the Acquired Companies' businesses immediately after
the Closing in substantially the same manner as conducted prior to the Closing.

SECTION 4.8 Accounts Receivable. All accounts receivable of the Acquired
Companies that are reflected on the Balance Sheet or the Interim Balance Sheet
or on the accounting records of the Acquired Companies as of the Closing Date
(collectively, the "Accounts Receivable") represent or will represent valid
obligations arising from sales actually made or services actually performed in
the Ordinary Course of Business. Unless paid prior to the Closing Date, the
Accounts Receivable are or will be as of the Closing Date collectible net of the
respective reserves shown on the Balance Sheet or the Interim Balance Sheet
(which reserves are adequate and calculated consistent with past practice).
Subject to such reserves, each of the Accounts Receivable either has been or
will be collected in an amount which is not less than 95% of the face amount of
the receivable, within 120 days after the day on which it first becomes due and
payable. To the Company's Knowledge, there is no material contest, claim, or
right of set-off under any Contract with any obligor of an Accounts Receivable
relating to the amount or validity of such Accounts Receivable. Set forth on
Schedule 4.8 is a complete and accurate list of all Accounts Receivable as of
the date of the Interim Balance Sheet, which list sets forth the aging of such
Accounts Receivable.

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SECTION 4.9 Prepaid Supplies. Set forth on Schedule 4.9 is a complete and
accurate description of all prepaid supplies of the Acquired Companies with a
book value of $100 or more (the "Prepaid Supplies"). The Prepaid Supplies,
whether or not reflected in the Balance Sheet or the Interim Balance Sheet,
consists of a quality and quantity usable in the Ordinary Course of Business.
The quantities of Prepaid Supplies are not excessive and are reasonable in the
present circumstances of the Acquired Companies.

SECTION 4.10 No Undisclosed Liabilities. Except as set forth on Schedule
4.10, the Acquired Companies have no liabilities or obligations of any nature
(whether known or unknown and whether absolute, accrued, contingent, or
otherwise) except for liabilities or obligations reflected or reserved against
in the Balance Sheet or the Interim Balance Sheet and current liabilities
incurred in the Ordinary Course of Business since the date thereof.

SECTION 4.11 Taxes.

(a) The Acquired Companies have filed or caused to be filed all income tax
and other material Tax Returns that are or were required to be filed by or with
respect to any of them, either separately or as a member of a group of
corporations, pursuant to applicable Legal Requirements. The Company has
delivered to LABCO copies of, and Schedule 4.11 hereto contains a complete and
accurate list of, all such income tax and other material Tax Returns filed since
April 1, 1990. The Acquired Companies have paid all Taxes due in respect of such
tax returns.

(b) No United States federal or state income Tax Return of any Acquired
Company has been audited by the IRS or relevant state tax authorities and all
such Tax Returns are closed by the applicable statute of limitations for all
taxable years through December 31, 1992. No Acquired Company has given or been
requested to give waivers or extensions (or is or would be subject to a waiver
or extension given by any other Person) of any statute of limitations relating
to the payment of Taxes of any Acquired Company or for which any Acquired
Company may be liable.

(c) The charges, accruals, and reserves with respect to Taxes on the
respective books of each Acquired Company are adequate (determined in accordance
with GAAP) and are at least equal to that Acquired Company's liability for
Taxes. To the Company's Knowledge, there exists no proposed tax assessment
against any Acquired Company except as disclosed in the Balance Sheet. No
consent to the application of Section 341(f)(2) of the IRC has been filed with
respect to any property or assets held, acquired, or to be acquired by any
Acquired Company. All Taxes that any Acquired Company is or was required by
Legal Requirements to withhold or collect have been duly withheld or collected
and, to the extent required, have been paid to the proper Governmental Body or
other Person.

(d) To the Company's Knowledge, all income tax and other material Tax
Returns filed by (or that include on a consolidated basis) any Acquired Company
are true, correct, and complete. There is no tax sharing agreement that will
require any payment by any Acquired Company after the date of this Agreement. No
Acquired Company is, or within the five-year period preceding the Closing Date
has been, an "S" corporation.

SECTION 4.12 No Material Adverse Change. Since the date of the Balance
Sheet, there has not been any material adverse change in the business,
operations, properties, prospects, assets, or condition of any Acquired Company,
and no event has occurred or circumstance exists that may result in such a
material adverse change.

SECTION 4.13 Employee Benefits.

(a) As used in this Section 4.13, the following terms have the meanings set
forth below.

"COMPANY OTHER BENEFIT OBLIGATION" shall mean an Other Benefit Obligation
owed, adopted, or followed by an Acquired Company or an ERISA Affiliate of an
Acquired Company.

"COMPANY PLAN" shall mean all Plans of which an Acquired Company or an
ERISA Affiliate of an Acquired Company is or was a Plan Sponsor, or to which an
Acquired Company or an ERISA Affiliate of an Acquired Company otherwise
contributes or has contributed, or in which an Acquired Company or an ERISA

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Affiliate of an Acquired Company otherwise participates or has participated. All
references to Plans are to Company Plans unless the context requires otherwise.

"COMPANY VEBA" shall mean a VEBA whose members include employees of any
Acquired Company or any ERISA Affiliate of an Acquired Company.

"ERISA AFFILIATE" shall mean, with respect to an Acquired Company, any
other person that, together with the Company, would be treated as a single
employer under IRC sec. 414.

"MULTI-EMPLOYER PLAN" shall have the meaning set forth in ERISA
sec. 3(37)(A).

"OTHER BENEFIT OBLIGATIONS" shall mean all obligations, arrangements, or
customary practices, whether or not legally enforceable, to provide benefits,
other than salary, as compensation for services rendered, to present or former
directors, employees, or agents, other than obligations, arrangements, and
practices that are Plans. Other Benefit Obligations include consulting
agreements under which the compensation paid does not depend upon the amount of
service rendered, sabbatical policies, severance payment policies, and fringe
benefits within the meaning of IRC sec. 132.

"PENSION PLAN" shall have the meaning set forth in ERISA sec. 3(2)(A).

"PLAN" shall have the meaning set forth in ERISA sec. 3(3).

"PLAN SPONSOR" shall have the meaning set forth in ERISA sec. 3(16)(B).

"QUALIFIED PLAN" shall mean any Plan that meets or purports to meet the
requirements of IRC sec. 401(a).

"TITLE IV PLANS" shall mean all Pension Plans that are subject to Title IV
of ERISA, 29 U.S.C. sec. 1301 et seq., other than Multi-Employer Plans.

"VEBA" shall mean a voluntary employees' beneficiary association under IRC
sec. 501(c)(9).

"WELFARE PLAN" shall have the meaning set forth in ERISA sec. 3(1).

(b) (i) Schedule 4.13(b)(i) contains a complete and accurate list of
all Company Plans, Company Other Benefit Obligations, and Company VEBAs,
and identifies as such all Company Plans that are (A) Qualified Plans or
(B) Title IV Plans. No Acquired Company or ERISA Affiliate participates in
or has ever participated in or had any obligation to contribute to any
defined benefit Pension Plan or Multi-Employer Plan nor does any Acquired
Company or ERISA Affiliate have any liability under Title IV of ERISA or
Part 3 of Subtitle B of Title I of ERISA in connection with any defined
benefit Pension Plan or Multi-Employer Plan.

(ii) Schedule 4.13(b)(ii) contains a complete and accurate list of (A)
all ERISA Affiliates of each Acquired Company, and (B) all Plans of which
any such ERISA Affiliate is or was a Plan Sponsor, in which any such ERISA
Affiliate participates or has participated, or to which any such ERISA
Affiliate contributes or has contributed.

(iii) No Acquired Company is liable for post-retirement benefits.

(i) all documents that set forth the terms of each Company Plan,
Company Other Benefit Obligation, or Company VEBA and of any related trust,
including (A) all plan descriptions and summary plan descriptions of
Company Plans for which the Acquired Companies are required to prepare,
file, and distribute plan descriptions and summary plan descriptions, and
(B) all summaries and descriptions furnished to participants and
beneficiaries regarding Company Plans, Company Other Benefit Obligations
and Company VEBAs for which a plan description or summary plan description
is not required;

(ii) all personnel, payroll, and employment manuals and policies;

(iii) a written description of any Company Plan or Company Other
Benefit Obligation that is not otherwise in writing;

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(iv) all insurance policies purchased by or to provide benefits under
any Company Plan;

(v) all reports submitted within the four years preceding the date of
this Agreement by third party administrators, actuaries, investment
managers, consultants, or other independent contractors with respect to any
Company Plan, Company Other Benefit Obligation, or Company VEBA;

(vi) all notifications to employees of their rights under ERISA
sec. 601 et seq. and IRC sec. 4980B;

(vii) the Form 5500 filed in each of the most recent three plan years
with respect to each Company Plan, including all schedules thereto and the
opinions of independent accountants;

(viii) all notices that were given by the IRS, the Pension Benefit
Guaranty Corporation (the "PBGC"), or the Department of Labor to any
Acquired Company, any ERISA Affiliate of an Acquired Company, or any
Company Plan within the four years preceding the date of this Agreement;
and

(ix) with respect to Qualified Plans and VEBAs, the most recent
determination letter for each Plan of the Acquired Companies that is a
Qualified Plan.

(d) Except as set forth on Schedule 4.13(d):

(i) The Acquired Companies have performed in all material respects all
of their respective obligations under all Company Plans, Company Other
Benefit Obligations and Company VEBAs. The Acquired Companies have made
appropriate entries in their financial records and statements for all
obligations and liabilities under such Plans, VEBAs and Obligations that
have accrued but are not due.

(ii) To the knowledge of the Acquired Companies, no statement, either
written or oral, has been made by any Acquired Company to any Person with
regard to any Plan or Other Benefit Obligation that was not in accordance
with the Plan or Other Benefit Obligation and that could have a material
adverse economic consequence to any Acquired Company or to LABCO.

(iii) The Acquired Companies, with respect to all Company Plans,
Company Other Benefits Obligations, and Company VEBAs, are, and each
Company Plan, Company Other Benefit Obligation, and Company VEBA is, in
compliance in all material respects with ERISA, the IRC, and other
applicable Laws including the provisions of such Laws expressly mentioned
in this Section 4.13.

(A) No non-exempt transaction prohibited by ERISA sec. 406 and no
non-exempt "prohibited transaction" under IRC sec. 4975(c) have occurred
with respect to any Company Plan.

(B) To the knowledge of the Acquired Companies, no Acquired Company
has any liability to the IRS with respect to any Plan, including any
liability imposed by Chapter 43 of the IRC.

(C) To the knowledge of the Acquired Companies, no Acquired Company
has any liability to the PBGC with respect to any Plan or has any
liability under ERISA sec. 502 or sec. 4071.

(D) All filings required by ERISA and the IRC as to each Plan have
been timely filed, and all notices and disclosures to participants
required by either ERISA or the IRC have been timely provided.

(E) All contributions and payments made or accrued with respect to
all Company Plans, Company Other Benefit Obligations and Company VEBAs
are deductible under IRC sec. 162 or sec. 404. No amount, or any asset
of any Company Plan or Company VEBA, is subject to tax as unrelated
business taxable income.

(iv) Each Company Plan can be terminated without payment of any
additional contribution or amount and without the vesting or acceleration
of any benefits promised by such Plan.

(v) Since January 1, 1996, there has been no establishment or
amendment of any Company Plan, Company VEBA or Company Other Benefit
Obligation.

(vi) To the knowledge of the Acquired Companies, no event has occurred
or circumstance exists that could result in a material increase in premium
costs of Company Plans and Company Other Benefit

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Obligations that are insured, or a material increase in benefit costs of
such Plans and Obligations that are self-insured.

(vii) Other than claims for benefits submitted by participants or
beneficiaries, no claim against, or legal proceeding involving, any Company
Plan, Company Other Benefit Obligation or Company VEBA or fiduciary of the
same is pending or, to the Knowledge of the Acquired Companies, is
Threatened.

(viii) No Company Plan is a stock bonus, pension, or profit-sharing
plan within the meaning of IRC sec. 401(a).

(ix) To the knowledge of the Acquired Companies: (A) each Qualified
Plan of each Acquired Company is qualified in form and operation under IRC
sec. 401(a); each trust for each such Plan is exempt from federal income
tax under IRC sec. 501(a); and (B) no event has occurred or circumstance
exists that will or could give rise to disqualification or loss of
tax-exempt status of any such Plan or trust.

(x) Each Acquired Company and each ERISA Affiliate of an Acquired
Company has met the minimum funding standard, and has made all
contributions required, under ERISA sec. 302 and IRC sec. 412.

(xi) No Company Plan is subject to Title IV of ERISA.

(xii) Except to the extent required under ERISA sec. 601 et seq. and
IRC sec. 4980B and applicable state law, no Acquired Company provides
health or welfare benefits for any retired or former employee or is
obligated to provide health or welfare benefits to any active employee
following such employee's retirement or other termination of service.

(xiii) To the extent any Acquired Company provides any benefit to
retirees, such Acquired Company has the right to modify and terminate
benefits to retirees (other than pensions) with respect to both retired and
active employees.

(xiv) All Acquired Companies have complied with the provisions of
ERISA sec. 601 et seq. and IRC sec. 4980B in all material respects.

(xv) No payment that is owed or may become due to any director,
officer, employee, or agent of any Acquired Company will be non-deductible
to the Acquired Companies or subject to tax under IRC sec. 280G or
sec. 4999; nor will any Acquired Company be required to "gross up" or
otherwise compensate any such person because of the imposition of any
excise tax on a payment to such person.

(xvi) The consummation of the Contemplated Transactions will not: (i)
give rise to any liability or obligation of any Acquired Company pursuant
to any Company Plan; (ii) accelerate the time of payment or vesting, or
increase the amount of compensation due under any Company Plan; (ii) cause
any individual to accrue or receive additional benefits, service or
accelerated rights to payment of benefits under any Company Plan; or (iv)
directly or indirectly cause the Company or any ERISA Affiliate to transfer
or set aside any assets to fund or otherwise provide for benefit for any
individual.

SECTION 4.14 Compliance with Legal Requirements; Governmental
Authorizations.

(a) Except as set forth on Schedule 4.14(a):

(i) to Company's Knowledge, each Acquired Company is, and at all times
since December 31, 1994 has been, in compliance in all material respects
with each Legal Requirement that is or was applicable to it or to the
conduct or operation of its business or the ownership or use of any of its
assets;

(ii) to Company's Knowledge, no event has occurred or circumstance
exists that (with or without notice or lapse of time) (A) may constitute or
result in a violation by any Acquired Company of, or a failure on the part
of any Acquired Company to comply in all material respects with, any Legal
Requirement, or (B) may give rise to any obligation on the part of any
Acquired Company to undertake, or to bear all or any portion of the cost
of, any remedial action of any nature; and

(iii) no Acquired Company has received, at any time since December 31,
1994, any notice or other communication (whether oral or written) from any
Governmental Body or any other Person regarding

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(A) any actual or alleged violation of, or failure to comply with, any
Legal Requirement, or (B) any actual or alleged obligation on the part of
any Acquired Company to undertake, or to bear all or any portion of the
cost of, any remedial action of any nature.

(b) Schedule 4.14(b) contains a complete and accurate list of each
Governmental Authorization that is held by any Acquired Company or that
otherwise relates to the business of, or to any of the assets owned or used by,
any Acquired Company. Each Governmental Authorization listed or required to be
listed in Schedule 4.14(b) is, to Company's Knowledge, valid and in full force
and effect, and such Governmental Authorizations collectively constitute all of
the Governmental Authorizations necessary to permit the Acquired Companies to
lawfully conduct and operate their businesses in the manner they currently
conduct and operate such businesses and to permit the Acquired Companies to own
and use their assets in the manner in which they currently own and use such
assets.

SECTION 4.15 Legal Proceedings; Orders.

(a) There is no pending Proceeding that has been commenced by or against
any Acquired Company or that otherwise relates to or may affect the business of,
or any of the assets owned or used by, any Acquired Company or that challenges,
or that may have the effect of preventing, delaying, making illegal, or
otherwise interfering with, any of the Contemplated Transactions. To the
Knowledge of the Acquired Companies, except as set forth on Schedule 4.15, (1)
no such Proceeding has been Threatened, and (2) the Company has no Knowledge of
any event that has occurred or circumstance that exists that may give rise to or
serve as a basis for the commencement of any such Proceeding. The Company has
delivered to LABCO copies of all pleadings, correspondence, and other documents
relating to each Proceeding listed on Schedule 4.15. The Proceedings listed on
Schedule 4.15 will not have a material adverse effect on the business,
operations, assets, condition, or prospects of any Acquired Company.

(b) There is no Order to which any of the Acquired Companies, or any of the
assets owned or used by any Acquired Company, is subject and no officer,
director, agent, or employee of any Acquired Company is subject to any Order
that prohibits such officer, director, agent, or employee from engaging in or
continuing any conduct, activity, or practice relating to the business of any
Acquired Company.

SECTION 4.16 Absence of Certain Changes and Events. Except as set forth
on Schedule 4.16, since the date of the Interim Balance Sheet, the Acquired
Companies have conducted their businesses only in the Ordinary Course of
Business and there has not been any:

(a) change in any Acquired Company's authorized or issued capital stock;
grant of any stock option or right to purchase shares of capital stock of any
Acquired Company; issuance of any security convertible into such capital stock;
grant of any registration rights; purchase, redemption, retirement, or other
acquisition by any Acquired Company of any shares of any such capital stock; or
declaration or payment of any dividend or other distribution or payment in
respect of shares of capital stock;

(b) amendment to the Organizational Documents of any Acquired Company;

(c) payment by any Acquired Company of any bonuses, or increase by any
Acquired Company in salaries or other compensation to any employee, or entry
into any employment, severance, or similar Contract with any director, officer,
or employee;

(d) adoption of, or increase in the payments to or benefits under, any
profit sharing, bonus, deferred compensation, savings, insurance, pension,
retirement, or other employee benefit plan for or with any employees of any
Acquired Company;

(e) damage to or destruction or loss of any asset or property of any
Acquired Company, whether or not covered by insurance, materially and adversely
affecting the properties, assets, business, financial condition, or prospects of
the Acquired Companies, taken as a whole;

(f) entry into, termination of, or receipt of notice of termination of any
license, distributorship, dealer, sales representative, joint venture, credit,
or similar agreement, or any Contract or transaction involving a total remaining
commitment by or to any Acquired Company of at least $50,000;

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(g) sale (other than sales of inventory in the Ordinary Course of
Business), lease, or other disposition of any asset or property of any Acquired
Company or mortgage, pledge, or imposition of any lien or other encumbrance on
any material asset or property of any Acquired Company, including the sale,
lease, or other disposition of any of the Intellectual Property Assets;

(h) cancellation or waiver of any claims or rights with a value to any
Acquired Company in excess of $50,000;

(i) material change in the accounting methods used by any Acquired Company;
or

(j) agreement, whether oral or written, by any Acquired Company to do any
of the foregoing.

SECTION 4.17 Contracts; No Defaults.

(a) Schedule 4.17(a) contains a complete and accurate list, and the Company
has delivered to LABCO true and complete copies, of:

(i) each Applicable Contract that involves performance of services or
delivery of goods or materials by one or more Acquired Companies of an
amount or value in excess of $50,000, including and, in the case of any
service contract entered into by any Acquired Company, setting forth the
following information: name and location of institution; circumstances
under which such contract may be terminated; term of contract; and annual
service charge;

(ii) each Applicable Contract that involves performance of services or
delivery of goods or materials to one or more Acquired Companies of an
amount or value in excess of $50,000;

(iii) each Applicable Contract that was not entered into in the
Ordinary Course of Business and that involves expenditures or receipts of
one or more Acquired Companies in excess of $50,000;

(iv) each lease, rental or occupancy agreement, license, installment
and conditional sale agreement, and other Applicable Contract affecting the
ownership of, leasing of, title to, use of, or any leasehold or other
interest in, any real or personal property (except personal property leases
and installment and conditional sales agreements having a value per item or
aggregate payments of less than $25,000 and with terms of less than one
year);

(v) each licensing agreement or other Applicable Contract with respect
to patents, trademarks, copyrights, or other intellectual property,
including agreements with current or former employees, consultants, or
contractors regarding the appropriation or the non-disclosure of any of the
Intellectual Property Assets;

(vi) each joint venture, partnership, and other Applicable Contract
(however named) involving a sharing of profits, losses, costs, or
liabilities by any Acquired Company with any other Person;

(vii) each Applicable Contract containing covenants that in any way
purport to restrict the business activity of any Acquired Company or any
Affiliate of an Acquired Company or limit the freedom of any Acquired
Company or any Affiliate of an Acquired Company to engage in any line of
business or to compete with any Person;

(viii) each Applicable Contract providing for payments to or by any
Person based on sales, purchases, or profits, other than direct payments
for goods;

(ix) each power of attorney that is currently effective and
outstanding;

(x) each Applicable Contract entered into other than in the Ordinary
Course of Business that contains or provides for an express undertaking by
any Acquired Company to be responsible for consequential damages;

(xi) each Applicable Contract for capital expenditures in excess of
$50,000;

(xii) each written warranty, guaranty, and or other similar
undertaking with respect to contractual performance extended by any
Acquired Company other than in the Ordinary Course of Business; and

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(xiii) each amendment, supplement, and modification (whether oral or
written) in respect of any of the foregoing.

(b) Except as set forth on Schedule 4.17(b), to the Company's Knowledge, no
officer, director, agent, employee, consultant, or contractor of any Acquired
Company is bound by any Contract that purports to limit the ability of such
officer, director, agent, employee, consultant, or contractor to (A) engage in
or continue any conduct, activity, or practice relating to the business of any
Acquired Company, or (B) assign to any Acquired Company or to any other Person
any rights to any invention, improvement, or discovery.

(c) Each Contract identified or required to be identified on Schedule
4.17(a) is in full force and effect and to Company's knowledge is valid and
enforceable in accordance with its terms. Except as set forth on Schedule
4.17(c) hereto:

(i) Each Acquired Company is, and at all times since December 31, 1994
has been, in compliance in all material respects with all applicable terms
and requirements of each Contract under which such Acquired Company has or
had any obligation or liability or by which such Acquired Company or any of
the assets owned or used by such Acquired Company is or was bound;

(ii) each other Person that has or had any obligation or liability
under any Contract under which an Acquired Company has or had any rights
is, and at all times since December 31, 1994 has been, in compliance in all
material respects with all applicable terms and requirements of such
Contract;

(iii) to the Company's Knowledge, no event has occurred or
circumstance exists that (with or without notice or lapse of time) may
contravene, conflict with, or result in a violation or breach of, or give
any Acquired Company or other Person the right to declare a default or
exercise any remedy under, or to accelerate the maturity or performance of,
or to cancel, terminate, or modify, any Applicable Contract; and

(iv) no Acquired Company has given to or received from any other
Person, at any time since December 31, 1994, any notice or other
communication (whether oral or written) regarding any actual or alleged
violation or breach of, or default under, any Applicable Contract.

(d) There are no renegotiations of, attempts to renegotiate, or outstanding
rights to renegotiate any material amounts paid or payable to any Acquired
Company under current or completed Contracts with any Person other than in the
Company's Ordinary Course of Business and, to the Knowledge of the Acquired
Companies, no such Person has made written demand for such renegotiation.

(e) The Contracts relating to the sale, design, manufacture, or provision
of products or services by the Acquired Companies have been entered into in the
Ordinary Course of Business and have been entered into without the commission of
any act alone or in concert with any other Person, or any consideration having
been paid or promised, that is or would be in violation of any Legal
Requirement.

(f) Except as set forth on Schedule 4.17(f), none of the Acquired Companies
has any agreement, Contract or understanding, written or oral, with any Person
obligating any Acquired Company to proceed with any acquisition or to take any
other action. Any agreement, Contract or understanding set forth on Schedule
4.17(f) may be terminated by the Acquired Company without penalty or cost to the
Acquired Company.

SECTION 4.18 Insurance.

(a) The Company has delivered to LABCO:

(i) true and complete copies of all policies of insurance to which any
Acquired Company is a party or under which any Acquired Company, or any
director of any Acquired Company in such director's capacity as a director
of such Acquired Company, is or has been covered at any time within the
three years preceding the date of this Agreement;

(ii) true and complete copies of all pending applications for policies
of insurance; and

(iii) any statement by the auditor of any Acquired Company's financial
statements with regard to the adequacy of such entity's coverage or of the
reserves for claims.

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(b) Schedule 4.18(b) hereto describes:

(i) any self-insurance arrangement by or affecting any Acquired
Company, including any reserves established thereunder;

(ii) any contract or arrangement, other than a policy of insurance,
for the transfer or sharing of any risk by any Acquired Company; and

(iii) all obligations of the Acquired Companies under Applicable
Contracts to third parties with respect to insurance (including such
obligations under leases and service agreements) and identifies the policy
under which such coverage is provided.

(i) a summary of the loss experience under each policy for liability,
property or casualty insurance;

(ii) a statement describing each claim under an insurance policy for
an amount in excess of $25,000, which sets forth:

(A) the name of the claimant;

(B) a description of the policy by insurer, type of insurance, and
period of coverage; and

(iii) a statement describing the loss experience for all claims that
were self-insured, including the number and aggregate cost of such claims.

(d) Except as set forth on Schedule 4.18(d) hereto:

(i) All policies to which any Acquired Company is a party or that
provide coverage to any Acquired Company, or any director or officer of an
Acquired Company:

(A) to Company's Knowledge, are valid, outstanding, and
enforceable;

(B) to Company's Knowledge, are issued by an insurer that is
financially sound and reputable;

(C) taken together, provide adequate insurance coverage for the
assets and the operations of the Acquired Companies for all risks
normally insured against by a Person carrying on the same business or
businesses as the Acquired Companies;

(D) are sufficient for compliance with all Legal Requirements (to
the Company's Knowledge) and Contracts to which any Acquired Company is
a party or by which any of them is bound;

(E) will not be terminated as a result of the consummation of the
Contemplated Transactions; and

(F) do not provide for any retrospective premium adjustment or
other experienced-based liability on the part of any Acquired Company,
exclusive of audit adjustments for workers compensation coverage.

(ii) No Acquired Company has received (A) any refusal of coverage or
any notice that a defense will be afforded with reservation of rights, or
(B) any notice of cancellation or any other indication that any insurance
policy is no longer in full force or effect or will not be renewed or that
the issuer of any policy is not willing or able to perform its obligations
thereunder.

(iii) The Acquired Companies have paid all premiums due, and have
otherwise performed all of their respective obligations, under each policy
to which any Acquired Company is a party or that provides coverage to any
Acquired Company or director thereof.

(iv) The Acquired Companies have given notice to the insurer of all
claims that may be insured thereby.

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SECTION 4.19 Environmental Matters. Except as set forth on Schedule
4.19(d) hereto:

(a) To the Knowledge of the Acquired Companies, each Acquired Company is,
and at all times has been, in full compliance with, and has not been and is not
in violation of or liable under, any Environmental Law. No Acquired Company has
any basis to expect, nor has any of them or any other Person for whose conduct
they are or may be held to be responsible received, any actual or Threatened
order, notice, or other communication from (i) any Governmental Body or private
citizen acting in the public interest, or (ii) the current or prior owner or
operator of any Facilities, of any actual or potential violation or failure to
comply with any Environmental Law, or of any actual or Threatened obligation to
undertake or bear the cost of any Environmental, Health, and Safety Liabilities
with respect to any of the Facilities or any other properties or assets (whether
real, personal, or mixed) in which any Acquired Company has had an interest, or
with respect to any property or Facility at or to which Hazardous Materials were
generated, manufactured, refined, transferred, imported, used, or processed by
any Acquired Company, or any other Person for whose conduct they are or may be
held responsible, or from which Hazardous Materials have been transported,
treated, stored, handled, transferred, disposed, recycled, or received.

(b) There are no pending or, to the Knowledge of the Acquired Companies,
Threatened claims, Encumbrances or other restrictions of any nature resulting
from any Environmental, Health, and Safety Liabilities or arising under or
pursuant to any Environmental Law, with respect to or affecting any of the
Facilities or any other properties and assets (whether real, personal, or mixed)
in which any Acquired Company has or had an interest.

(c) No Acquired Company has any basis to expect, nor has any of them or any
other Person for whose conduct they are or may be held responsible, received,
any citation, directive, inquiry, notice, Order, summons, warning, or other
communication that relates to Hazardous Activity, Hazardous Materials, or any
alleged, actual, or potential violation or failure to comply with any
Environmental Law, or of any alleged, actual, or potential obligation to
undertake or bear the cost of any Environmental, Health, and Safety Liabilities
with respect to any of the Facilities or any other properties or assets (whether
real, personal, or mixed) in which any Acquired Company had an interest, or with
respect to any property or facility to which Hazardous Materials generated,
manufactured, refined, transferred, imported, used, or processed by any Acquired
Company, or any other Person for whose conduct they are or may be held
responsible, have been transported, treated, stored, handled, transferred,
disposed, recycled, or received.

(d) To the Knowledge of the Acquired Companies, no Acquired Company, or any
other Person for whose conduct they are or may be held responsible, has any
Environmental, Health, and Safety Liabilities with respect to the Facilities or
with respect to any other properties and assets (whether real, personal, or
mixed) in which any Acquired Company (or any predecessor) has or had an
interest, or at any property geologically or hydrologically adjoining the
Facilities or any such other property or assets.

(e) There are no Hazardous Materials present on or in the Environment at
the Facilities or, to the Knowledge of the Acquired Companies, at any
geologically or hydrologically adjoining property, including any Hazardous
Materials contained in barrels, above or underground storage tanks, landfills,
land deposits, dumps, equipment (whether moveable or fixed) or other containers,
either temporary or permanent, and deposited or located in land, water, sumps,
or any other part of the Facilities or such adjoining property, or incorporated
into any structure therein or thereon. To the Knowledge of the Acquired
Companies, no Acquired Company, any other Person for whose conduct they are or
may be held responsible, or any other Person, has permitted or conducted, or is
aware of, any Hazardous Activity conducted with respect to the Facilities or any
other properties or assets (whether real, personal, or mixed) in which any
Acquired Company has or had an interest except in full compliance with all
applicable Environmental Laws.

(f) To the Knowledge of the Acquired Companies, there has been no Release
or, to the Knowledge of the Acquired Companies, Threat of Release, of any
Hazardous Materials at or from the Facilities or at any other locations where
any Hazardous Materials were generated, manufactured, refined, transferred,
produced, imported, used, or processed from or by the Facilities, or from or by
any other properties and assets (whether real, personal, or mixed) in which any
Acquired Company has or had an interest, or any geologically or hydrologically
adjoining property, whether by any Acquired Company, or any other Person.

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(g) The Company has delivered to LABCO true and complete copies and results
of any reports, studies, analyses, tests, or monitoring possessed or initiated
by any Acquired Company pertaining to Hazardous Materials or Hazardous
Activities in, on, or under the Facilities, or concerning compliance by any
Acquired Company, or any other Person for whose conduct they are or may be held
responsible, with Environmental Laws.

SECTION 4.20 Employees.

(a) Except as set forth on Schedule 4.20, there has been provided to LABCO
a complete and accurate list of the following information for each employee or
director of the Acquired Companies, including each employee on leave of absence
or layoff status: employer; name; job title; current compensation paid or
payable and any change in compensation since December 31, 1995; vacation
accrued; and service credited for purposes of vesting and eligibility to
participate under any Acquired Company's pension, retirement, profit-sharing,
thrift-savings, deferred compensation, stock bonus, stock option, cash bonus,
employee stock ownership (including investment credit or payroll stock
ownership), severance pay, insurance, medical, welfare, or vacation plan, other
Employee Pension Benefit Plan or Employee Welfare Benefit Plan, or any other
employee benefit plan or any Director Plan.

(b) Except as set forth on Schedule 4.17(a), no employee or director of any
Acquired Company is a party to, or is otherwise bound by, any agreement or
arrangement, including any confidentiality, noncompetition, or proprietary
rights agreement, between such employee or director and any other Person
("Proprietary Rights Agreement") that in any way adversely affects or will
affect (i) the performance of his duties as an employee or director of the
Acquired Companies, or (ii) the ability of any Acquired Company to conduct its
business, including any Proprietary Rights Agreement with the Acquired Companies
by any such employee or director. To the Acquired Companies' Knowledge, no
officer or other key employee of any Acquired Company intends to terminate his
employment with such Acquired Company.

(c) There has been provided to LABCO a complete and accurate list of the
following information for each retired employee or director of the Acquired
Companies, or their dependents, receiving benefits or scheduled to receive
benefits in the future: name, pension benefit, pension option election, retiree
medical insurance coverage, retiree life insurance coverage, and other benefits.

SECTION 4.21 Labor Relations; Compliance. No Acquired Company has been or
is a party to any collective bargaining or other labor Contract. There has not
been, there is not presently pending or existing, and there is not Threatened,
(a) any strike, slowdown, picketing, work stoppage, or employee grievance
process, (b) any Proceeding against or affecting any Acquired Company relating
to the alleged violation of any Legal Requirement pertaining to labor relations
or employment matters, including any charge or complaint filed by an employee or
union with the National Labor Relations Board, the Equal Employment Opportunity
Commission, or any comparable Governmental Body, organizational activity, or
other labor or employment dispute against or affecting any of the Acquired
Companies or their premises, or (c) any application for certification of a
collective bargaining agent. No event has occurred or circumstance exists that
could provide the basis for any work stoppage or other labor dispute. There is
no lockout of any employees by any Acquired Company, and no such action is
contemplated by any Acquired Company. Each Acquired Company has complied in all
material respects with all Legal Requirements relating to employment, equal
employment opportunity, nondiscrimination, immigration, wages, hours, benefits,
collective bargaining, the payment of social security and similar taxes,
occupational safety and health, and plant closing. No Acquired Company is liable
for the payment of any compensation, damages, taxes, fines, penalties, or other
amounts, however designated, for failure to comply with any of the foregoing
Legal Requirements.

SECTION 4.22 Intellectual Property.

(a) The term "Intellectual Property Assets" includes the following to the
extent owned, used or licensed by any Acquired Company as licensee or licensor:

(i) the name, "American Professional Holding, Inc.," all fictional
business names, trading names, registered and unregistered trademarks,
service marks, and applications (collectively, "Marks");

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(ii) all patents, patent applications, and inventions and discoveries
that may be patentable (collectively, "Patents");

(iii) all copyrights in both published works and unpublished works
(collectively, "Copyrights");

(iv) all rights in mask works, if any, (collectively, "Rights in Mask
Works"); and

(v) all know-how, trade secrets, confidential information, customer
lists, software, technical information, data, process technology, plans,
drawings, and blue prints (collectively, "Trade Secrets").

(b) Agreements. Schedule 4.22(b) hereto contains a complete and accurate
list and summary description, including any royalties paid or received by the
Acquired Companies, of all Contracts relating to the Intellectual Property
Assets to which any Acquired Company is a party or by which any Acquired Company
is bound, except for any license implied by the sale of a product and perpetual,
paid-up licenses for commonly available software programs with a value of less
than $10,000 under which an Acquired Company is the licensee. There are no
outstanding and, to Acquired Company's Knowledge, no Threatened disputes or
disagreements with respect to any such agreement.

(i) The Intellectual Property Assets are all those necessary for the
operation of the Acquired Companies' businesses as they are currently
conducted. Except as described on Schedule 4.22(c)(i) hereto, one or more
of the Acquired Companies is the owner of all right, title, and interest in
and to each of the Intellectual Property Assets, free and clear of all
liens, security interests, charges, encumbrances, equities, and other
adverse claims, and has the right to use without payment to a third party
all of the Intellectual Property Assets.

(ii) Schedule 4.22(c)(ii) sets forth all current employees of the
Acquired Companies who have executed a confidentiality agreement with such
Acquired Company, copies of the forms of which are attached to such
Schedule.

(d) Trademarks

(i) Schedule 4.22(d) hereto contains a complete and accurate list and
summary description of all Marks. One or more of the Acquired Companies is
the owner of all right, title, and interest in and to each of the Marks,
free and clear of all liens, security interests, charges, encumbrances,
equities, and other adverse claims.

(ii) All Marks that have been registered with the United States Patent
and Trademark Office are currently in compliance with all formal legal
requirements (including the timely post-registration filing of affidavits
of use and incontestability and renewal applications), are valid and
enforceable, and are not subject to any maintenance fees or taxes or
actions falling due within ninety days after the Closing Date.

(iii) No Mark has been or is now involved in any opposition,
invalidation, or cancellation and, to Acquired Company's Knowledge, no such
action is Threatened with the respect to any of the Marks.

(iv) To Acquired Company's Knowledge, there is no potentially
interfering trademark or trademark application of any third party.

(v) No Mark is infringed or, to Acquired Company's Knowledge, has been
challenged or threatened in any way. None of the Marks used by any Acquired
Company infringes or is alleged to infringe any trade name, trademark, or
service mark of any third party.

(vi) All products and materials containing a Mark bear the proper
federal registration notice where permitted by law.

(e) Trade Secrets

(i) With respect to each Trade Secret, the documentation relating to
such Trade Secret is current, accurate, and sufficient in detail and
content to conduct the business operations of the Acquired Companies as
presently conducted.

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(ii) The Acquired Companies have taken reasonable precautions to
protect the secrecy, confidentiality, and value of their Trade Secrets.

(iii) One or more of the Acquired Companies has good title and an
absolute (but not necessarily exclusive) right to use the Trade Secrets. To
the Knowledge of the Acquired Companies, the Trade Secrets have not been
used, divulged, or appropriated either for the benefit of any Person (other
than one or more of the Acquired Companies) or to the detriment of the
Acquired Companies. No Trade Secret is subject to any adverse claim or has
been challenged or threatened in any way.

SECTION 4.23 Certain Payments. No Acquired Company or director, officer,
agent, or employee of any Acquired Company, or to the Knowledge of the Acquired
Companies any other Person associated with or acting for or on behalf of any
Acquired Company, has directly or indirectly (a) made any contribution, gift,
bribe, rebate, payoff, influence payment, kickback, or other payment to any
Person, private or public, regardless of form, whether in money, property, or
services (i) to obtain favorable treatment in securing business, (ii) to pay for
favorable treatment for business secured or (iii) to obtain special concessions
or for special concessions already obtained, for or in respect of any Acquired
Company or any Affiliate of an Acquired Company, in each case in violation of
any Legal Requirement, or (b) established or maintained any fund or asset that
has not been recorded in the books and records of the Acquired Companies.

SECTION 4.24 Disclosure.

(a) No representation or warranty of the Company in this Agreement omits to
state a material fact necessary to make the statements herein or therein, in
light of the circumstances in which they were made, not misleading.

(b) No notice given pursuant to Section 6.10 will contain any untrue
statement or omit to state a material fact necessary to make the statements
therein or in this Agreement, in light of the circumstances in which they were
made, not misleading.

(c) Any material distributed to the Shareholders in connection with the
Merger, including the Merger Information Statement (and any amendments or
supplements thereto) will comply in all material respects with applicable
federal securities laws and laws of Utah and at the time that they or amendments
or supplements thereto, are filed with the SEC and are first published or sent
or given to holders of Shares, will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading, except that no
representation is made by the Company with respect to information supplied by
Unison or LABCO for inclusion in the Merger Information Statement.

SECTION 4.25 Relationships with Related Persons. Except as set forth on
Schedule 4.25, no Shareholder or any Related Person of any Shareholder or of any
Acquired Company has, or since December 31, 1994, has had, any interest in any
property (whether real, personal, or mixed and whether tangible or intangible),
used in or pertaining to the Acquired Companies' businesses. No Shareholder or
any Related Person of Shareholder or of any Acquired Company is, or since
December 31, 1994 has owned (of record or as a beneficial owner) an equity
interest or any other financial or profit interest in, a Person that has (i) had
business dealings or a material financial interest in any transaction with any
Acquired Company or (ii) engaged in competition with any Acquired Company with
respect to any line of the products or services of such Acquired Company (a
"Competing Business") in any market presently served by such Acquired Company
except for less than one percent of the outstanding capital stock of any
Competing Business that is publicly traded on any recognized exchange or in the
over-the-counter market. Except as set forth on Schedule 4.25, no Shareholder or
any Related Person of Shareholder or of any Acquired Company is a party to any
Contract with, or has any claim or right against, any Acquired Company.

SECTION 4.26 Accounting Matters. None of the Acquired Companies has taken
or agreed to take any action or has knowledge of any fact or circumstances
relating to the Acquired Companies that would prevent accounting for the Merger
as a pooling-of-interests.

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SECTION 4.27 Brokers or Finders. None of the Shareholders, the Acquired
Companies or their agents have incurred any obligation or liability, contingent
or otherwise, for brokerage or finders' fees or agents' commissions or other
similar payment in connection with this Agreement or the Contemplated
Transactions.

SECTION 5 REPRESENTATIONS AND WARRANTIES OF UNISON AND LABCO

Each of Unison and LABCO, as applicable, represent and warrant to the
Company as follows:

SECTION 5.1 Organization and Good Standing. Each of Unison and LABCO is a
corporation duly organized, validly existing, and in good standing under the
laws of its jurisdiction of incorporation, with full corporate power and
authority to conduct its business as it is now being conducted, to own or use
the properties and assets that it purports to own or use and to perform all of
its obligations as required by its agreements and contracts. Each of Unison and
LABCO is duly qualified to do business as a foreign corporation and is in good
standing under the laws of each state or other jurisdiction in which either the
ownership or use of the properties owned or used by it, or the nature of the
activities conducted by it, requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on its
assets, financial condition or results of operations.

SECTION 5.2 Authority; No Conflict.

(a) This Agreement constitutes the legal, valid, and binding obligation of
Unison and LABCO, enforceable against each of them in accordance with its terms.
Upon the execution and delivery by Unison and LABCO of the Escrow Agreement, the
Employment Agreements and the Unison/LABCO Tax Representation Letter
(collectively, "LABCO's Closing Documents"), LABCO's Closing Documents will
constitute legal, valid, and binding obligations of each of Unison and LABCO,
enforceable against them in accordance with their respective terms. Each of
Unison and LABCO has the absolute and unrestricted right, power, and authority
to execute and deliver this Agreement and, as applicable, LABCO's Closing
Documents and to perform its obligations under this Agreement and, as
applicable, LABCO's Closing Documents.

(b) Neither the execution and delivery of this Agreement or LABCO's Closing
Documents by Unison or LABCO nor the consummation or performance of any of the
Contemplated Transactions by Unison or LABCO will, directly or indirectly (with
or without notice or lapse of time):

(i) contravene, conflict with, or result in a violation of (A) any
provision of the Organizational Documents of Unison or LABCO, as
applicable, or (B) any resolution adopted by the board of directors or the
stockholders of Unison or LABCO, as applicable;

(ii) to either Unison's or LABCO's knowledge, contravene, conflict
with, or result in a violation of, or give any Governmental Body or other
Person the right to challenge any of the Contemplated Transactions or to
exercise any remedy or obtain any relief under, any Legal Requirement or
any Order to which Unison or LABCO, or any of the assets owned or used by
Unison or LABCO, may be subject; or

(iii) give any Person the right to prevent, delay, or otherwise
interfere with any of the Contemplated Transactions.

(c) Neither Unison nor LABCO is nor will be required to obtain any Consent
from any Person in connection with the execution and delivery of this Agreement
or the consummation or performance of any of the Contemplated Transactions.

SECTION 5.3 Certain Proceedings. There is no pending Proceeding that has
been commenced against Unison or LABCO and that challenges, or may have the
effect of preventing, delaying, making illegal, or otherwise interfering with,
any of the Contemplated Transactions. To neither of Unison's or LABCO's
Knowledge, no such Proceeding has been Threatened.

SECTION 5.4 SEC Documents; Financial Statements.

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not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
made therein, in light of the circumstances under which they were made, not
misleading. Since December 19, 1995 Unison has filed all forms, reports and
documents required to be filed by it with the SEC pursuant to the Exchange Act
and the SEC rules and regulations thereunder, all of which as of their
respective dates complied in all material respects with all applicable
requirements of the Exchange Act (collectively, the "Unison SEC Documents").
None of the Unison SEC Documents, including, without limitation, any financial
statements or schedules included therein, as of their respective dates contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

(b) The consolidated balance sheets and the related statements of
consolidated income, shareholders equity and cash flows (including the related
notes thereto) of Unison included in the Unison SEC Documents complied in all
material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto, have been prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with prior periods (except as otherwise noted therein), and present
fairly the consolidated financial position of Unison and its consolidated
Subsidiaries as of their respective dates, and the consolidated results of their
operations and their cash flows for the periods presented therein (subject, in
the case of the unaudited interim financial statements, to normal year-end
adjustments).

(c) Since the end of the period covered by the most recent consolidated
financial statements of Unison included in the Unison SEC Documents, there has
not been any material adverse change in the business, operations or prospects of
Unison or any of its consolidated Subsidiaries.

(d) Based on Unison's Knowledge, facts and circumstances do not exist that
require Unison to make SEC filings that have not been filed solely for the
reason that the due date for same is a future date, excepting from the foregoing
Unison's Form 10-Q for the quarter ended June 30, 1996.

SECTION 5.5 Information Supplied. No representation or warranty of either
Unison or LABCO omits to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. None of the information supplied by
Unison or LABCO in writing for inclusion in the Merger Information Statement
will at the respective times that the Merger Information Statement, or any
amendments or supplements thereto, is filed with the SEC and is first published
or sent or given to holders of Shareholders for the Company Shareholders Meeting
or at the Effective Time, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading.

SECTION 5.6 Interim Operations of LABCO. LABCO was formed solely for the
purpose of engaging in the Contemplated Transactions, has engaged in no other
business activities and has conducted its operations only as contemplated
hereby.

SECTION 5.7 Brokers or Finders. Except as set forth on Schedule 5.7,
neither Unison nor LABCO and their respective officers and agents have incurred
any obligation or liability, contingent or otherwise, for brokerage or finders'
fees or agents' commissions or other similar payment in connection with this
Agreement. Unison and LABCO will indemnify and hold the Company harmless from
any such payment alleged to be due by or through Unison or LABCO as a result of
the action of Unison or LABCO or its officers or agents.

SECTION 5.8 Activities After Closing. Neither Unison nor LABCO will take
any action or fail to take any action after Closing that is reasonably within
its authority that if taken or not taken will cause the Contemplated
Transactions not to qualify under the IRC as a tax free reorganization.

SECTION 5.9 Disclosure.

(a) No representation or warranty of Unison or LABCO in this Agreement
omits to state a material fact necessary to make the statements herein or
therein, in light of the circumstances in which they were made, not misleading.

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(b) No notice given pursuant to Section 6.11 will contain any untrue
statement or omit to state a material fact necessary to make the statements
therein or in this Agreement, in light of the circumstances in which they were
made, not misleading.

SECTION 5.10 Legal Proceedings; Orders. There is no pending Proceeding
that has been commenced by or against Unison or LABCO or that otherwise relates
to or may materially adversely affect the business of, or any of the assets
owned or used by, Unison or LABCO or that challenges, or that may have the
effect of preventing, delaying, making illegal, or otherwise interfering with,
any of the Contemplated Transactions. To the Knowledge of Unison and LABCO, (1)
no such Proceeding has been Threatened, and (2) neither Unison nor LABCO has
Knowledge of any event that has occurred or circumstance that exists that may
give rise to or serve as a basis for the commencement of any such Proceeding.

SECTION 5.11 Capitalization. The authorized capital stock of Unison
consists solely of 10,000,000 shares of $.001 par value common stock and
1,000,000 shares of $.001 par value preferred stock, of which, as of the date
hereof, 3,900,312 shares of Unison Common Stock are issued and outstanding. All
such shares of Unison Common Stock been duly authorized and validly issued, are
fully paid and non-assessable and were not issued in violation of any preemptive
right.

SECTION 5.12 Merger Consideration. All shares of Unison Common Stock to
be issued as Per Share Consideration upon issuance will be duly authorized and
validly issued, fully paid and non-assessable and not issued in violation of any
preemptive right.

SECTION 6 FURTHER COVENANTS PRIOR TO CLOSING DATE

SECTION 6.1 Access and Investigation. Between the date of this Agreement
and the Closing Date, the Company will, (a) afford Unison, LABCO and their
Representatives and prospective lenders and their Representatives (collectively,
"LABCO's Advisors") reasonable access to each Acquired Company's personnel,
properties (including subsurface testing), contracts, books and records, and
other documents and data, (b) furnish Unison, LABCO and LABCO's Advisors with
copies of all such contracts, books and records, and other existing documents
and data as Unison or LABCO may reasonably request, and (c) furnish Unison,
LABCO and LABCO's Advisors with such additional financial, operating, and other
data and information as they may reasonably request.

SECTION 6.2 Operation of the Businesses of the Acquired Companies.

Between the date of this Agreement and the Closing Date, the Company will:

(a) conduct the business of each Acquired Company only in the Ordinary
Course of Business;

(b) use their Best Efforts to preserve intact the current business
organization of each Acquired Company, keep available the services of the
current officers, employees, and agents of each Acquired Company, and maintain
the relations and good will with suppliers, customers, landlords, creditors,
employees, agents, and others having business relationships with each Acquired
Company;

(d) otherwise report periodically to Unison and LABCO concerning the status
of the business, operations, and finances of each Acquired Company.

SECTION 6.3 Negative Covenant. Except as otherwise expressly permitted by
this Agreement, between the date of this Agreement and the Closing Date, the
Company will not, and will cause each Acquired Company not to, without the prior
written consent of Unison and LABCO, take any affirmative action, or fail to
take any reasonable action within their or its control, as a result of which any
of the changes or events listed in Section 4.16 is likely to occur.

SECTION 6.4 Required Approvals. As promptly as practicable after the date
of this Agreement, the Company will, and will cause each Acquired Company to,
make all filings required by Legal Requirements to be made by them in order to
consummate the Contemplated Transactions. Between the date of this

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Agreement and the Closing Date, the Company will, and will cause each Acquired
Company to cooperate with Unison and LABCO with respect to all filings that
Unison or LABCO elects to make or is required by Legal Requirements to make in
connection with the Contemplated Transactions.

SECTION 6.5 Shareholders' Meeting, Merger Information Statement and
Registration Statement.

(a) As soon as reasonably practicable after the date hereof:

(i) the Company shall duly call, give notice of, convene and hold a
special meeting of the Shareholders (the "Company Shareholders Meeting"),
to be held as soon as practicable after the date hereof for the purpose of
considering and taking action upon the Merger; and

(ii) the Company shall prepare in accordance with the applicable
provisions of the federal securities laws and Utah laws an information
statement with respect to the Merger and the Contemplated Transactions (the
"Merger Information Statement").

(b) the Company shall use its Best Efforts (i) to obtain and furnish the
information required to be included by it in the Merger Information Statement
and, after consultation with LABCO and Unison, respond promptly to any comments
made by the SEC with respect to the Merger Information Statement and any
preliminary version thereof and cause the Merger Information Statement to be
mailed to the Shareholders at the earliest practicable time after the date
hereof (subject to the effectiveness of the Registration Statement, as defined
in Section 6.5(d)) and (ii) obtain the necessary approval by the Shareholders of
this Agreement and the transactions contemplated hereby unless there exists at
such time a proposal for a Third Party Acquisition and in the judgment of the
Board of Directors of the Company after consultation with Company counsel,
obtaining such approvals would be a breach of its fiduciary duties to the
Shareholders or other constituencies under applicable law.

(c) The Senior Managers and the Maguire Limited Partnership shall indemnify
and hold harmless Unison, LABCO and their respective directors, officers,
employees, agents and other representatives (each, a "Unison Indemnified Party")
against any losses, claims, damages or liabilities, joint or several, to which
such Unison Indemnified Party may become subject under the Securities Act,
Exchange Act or applicable state law, insofar as such losses, claims, damages or
liabilities arise out of or are based upon any untrue statement of any material
fact contained in the Registration Statement or Merger Information Statement, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein, in light of the circumstances in which they were made, not
misleading which statements or omissions were furnished to Unison or LABCO,
directly or indirectly through the Company, by such Shareholders specifically
for use in preparation of the Registration Statement and/or Merger Information
Statement. The indemnification provided for in this Section 6.5(c) shall be in
addition to and shall not be satisfied out of the Reserve Shares.

(d) Unison shall prepare a registration statement on Form S-4 and any
required amendments thereto (the "Registration Statement"), of which the Merger
Information Statement shall be a part, under the Securities Act with respect to
the shares of Unison Common Stock to be issued pursuant to the Merger and file
the Registration Statement with the SEC as soon as reasonably practicable after
the date hereof. Unison shall comply with the requirements of the Securities
Act, the Exchange Act and the rules and regulations of the SEC under such acts
applicable to the offering and sale of Unison Common stock in connection with
the Merger. Unison shall use its Best Efforts to cause the Registration
Statement to become effective as promptly as reasonably practicable and shall
take any action required under applicable federal or state securities laws in
connection with the issuance of Unison Common Stock pursuant to the Merger.

(e) Unison shall indemnify and hold harmless the Company and its directors,
officers, employees, agents and other representatives and the Maguire Limited
Partnership (each, a "Company Indemnified Party") against any losses, claims,
damages or liabilities, joint or several, to which such Company Indemnified
Party may become subject under the Securities Act, Exchange Act or applicable
state law, insofar as such losses, claims, damages or liabilities arise out of
or are based upon any untrue statement of any material fact contained in the
Registration Statement or Merger Information Statement, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact

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required to be stated therein, in light of the circumstances in which they were
made, not misleading which statements or omissions were furnished to the Company
by Unison specifically for use in preparation of the Registration Statement
and/or Merger Information Statement.

(f) If either Unison or the Company shall reasonably request to include in
the Merger Information Statement or omit therefrom any statement in order that
the Merger Information Statement will not include any untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, the Merger
Information Statement shall not be mailed to the Shareholders without the mutual
agreement of counsel for the Company and Unison that such statement need not be
included in or need not be omitted from the Merger Information Statement.

(g) Each party shall furnish to the other such information relating to it
and its affiliates and the transactions contemplated by this Agreement and such
further and supplemental information as may be necessary or as may be reasonably
requested by the other party, in light of developments occurring after the date
hereof, to ensure that the statements regarding the parties hereto and their
affiliates and such transactions contained in the Merger Information Statement,
as so supplemented, will not on the effective date of the Registration Statement
or the date of the Company Shareholders Meeting or the Effective Time include
any untrue statement of a material fact or omit to state a material fact
required to be stated therein in order to make the statements therein not
misleading.

SECTION 6.6 Tax Representation Letter of the Company; No Disqualifying
Action. The Company shall execute and deliver to Unison and LABCO the
certificate and the representation for tax purposes in the form of Exhibit 6.6
(the "Company Tax Representation Letter") as soon as reasonably practicable
after the date hereof and in any event not later than five business days prior
to the effective date of the Registration Statement (as anticipated by counsel
to Unison and LABCO). The Company will not take any action that would cause the
Merger to fail to qualify as a tax-free reorganization under Section 368(a) of
the IRC.

SECTION 6.7 Tax Representation Letters of Shareholders. The Company shall
use its Best Efforts to have those Shareholders listed on Schedule 6.7 hereto
execute and deliver a representation letter for tax purposes in the form of
Exhibit 6.7 (the "Shareholder Tax Representation Letter") as soon as reasonably
practicable after the date hereof and in any event not later than five business
days prior to the effective date of the Registration Statement (as anticipated
by counsel to Unison and LABCO).

SECTION 6.8 Agreements of Affiliates. As soon as reasonably practicable
after the date hereof and in any event not later than five business days prior
to the effective date of the Registration Statement (as anticipated by counsel
to Unison and LABCO), the Company shall deliver to Unison a letter identifying
all Persons who are anticipated to be at the time of the vote on the Merger
"affiliates" of the Company for purposes of Rule 145 under the Securities Act or
otherwise applicable SEC accounting releases with respect to pooling-of-interest
accounting treatment. The Company shall use its best efforts to cause each
Person who is identified as an "affiliate" in the letter referred to above to
deliver to the Company not later than five business days prior to the effective
date of the Registration Statement (as anticipated by counsel to Unison and
LABCO) a written agreement in the form of Exhibit 6.8 (the "Affiliate
Agreements").

SECTION 6.9 Delivery of Disclosure Schedules. The parties acknowledge
that this Agreement will be executed and delivered prior to the delivery of the
Disclosure Schedules and the delivery of schedules by Unison and LABCO pursuant
to Section 5 (the "Section 5 Schedules"). The Company agrees to deliver the
Disclosure Schedules to Unison and LABCO, and each of Unison and LABCO agree to
deliver the Section 5 Schedules, as applicable, to the Company, within two weeks
from the date hereof. The parties agree that except for the obligations arising
out of Section 10.1 and Section 10.3, which survive termination of this
Agreement, (a) Unison and LABCO shall each have the right to terminate this
Agreement (i) if the Disclosure Schedules shall not have been timely delivered
or (ii) if such Disclosure Schedules have been timely delivered but contain, in
the aggregate, disclosure of matters which would, or Unison or LABCO reasonably
determines may, materially adversely effect the business, operations or
prospects of the Company, and (b) the Company shall have the right to terminate
this Agreement (i) if the Section 5 Schedules shall not have been timely
delivered or (ii) if such Section 5 Schedules have been timely delivered but
contain, in the

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aggregate, disclosure of matters which would the Company reasonably determines
may materially adversely effect the business, operations or prospects of Unison
and its consolidated Subsidiaries as a whole.

SECTION 6.10 Notification by the Company. Between the date of this
Agreement and the Closing Date, the Company will promptly notify Unison and
LABCO in writing if any Acquired Company becomes aware of any fact or condition
that causes or constitutes a Breach of any of the Company's representations and
warranties as of the date of this Agreement, or if any Acquired Company becomes
aware of the occurrence after the date of this Agreement of any fact or
condition that would (except as expressly contemplated by this Agreement) cause
or constitute a Breach of any such representation or warranty had such
representation or warranty been made as of the time of occurrence or discovery
of such fact or condition. Should any such fact or condition require any change
in the Disclosure Schedules if the Disclosure Schedules were dated the date of
the occurrence or discovery of any such fact or condition, the Company will
promptly deliver to Unison and LABCO a supplement to the Disclosure Schedules
specifying such change. During the same period, the Company will promptly notify
Unison and LABCO of the occurrence of any Breach of any covenant of the Company
in this Section 6 or of the occurrence of any event that may make the
satisfaction of the conditions in Section 7 impossible or unlikely.

SECTION 6.11 Notification by Unison or LABCO. Between the date of this
Agreement and the Closing Date, Unison or LABCO, as applicable, will promptly
notify the Company in writing if it becomes aware of any fact or condition that
causes or constitutes a Breach of any of its representations and warranties as
of the date of this Agreement, or if it becomes aware of the occurrence after
the date of this Agreement of any fact or condition that would (except as
expressly contemplated by this Agreement) cause or constitute a Breach of any
such representation or warranty had such representation or warranty been made as
of the time of occurrence or discovery of such fact or condition. Should any
such fact or condition require any change in the Section 5 Schedules if the
Section 5 Schedules were dated the date of the occurrence or discovery of any
such fact or condition, Unison or LABCO, as applicable, will promptly deliver to
the Company a supplement to the Section 5 Schedules specifying such change.
During the same period, Unison or LABCO, as applicable, will promptly notify the
Company of the occurrence of any Breach of any covenant of the Company in this
Section 6 or of the occurrence of any event that may make the satisfaction of
the conditions in Section 8 impossible or unlikely.

SECTION 6.12 No Negotiation. Until such time, if any, as this Agreement
is terminated pursuant to Section 9, the Company will not, and will cause each
Acquired Company and each of their Representatives not to, directly or
indirectly solicit, initiate, or encourage any inquiries or proposals from,
discuss or negotiate with, provide any non-public information to, or consider
the merits of any unsolicited inquiries or proposals from, any Person (other
than Unison and LABCO) relating to any transaction involving the sale of the
business or assets (other than in the Ordinary Course of Business) of any
Acquired Company, or any of the capital stock of any Acquired Company, or any
merger, consolidation, business combination, or similar transaction involving
any Acquired Company. Notwithstanding the foregoing, (i) the Company may
participate in discussions with, and may furnish information to any third party
which seeks to engage in discussions or requests such information, if, in either
case, the Board of Directors of the Company determines, based on the advice of
Tracy & Holland, L.L.P. or other legal counsel reasonably acceptable to Unison
("Legal Counsel"), that failing to engage in such discussions or to provide such
information would reasonably be expected to violate the fiduciary duties of the
Board of Directors of the Company to the Shareholders, and (ii) the Board of
Directors of the Company may take and disclose to Shareholders a position
contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with
respect to any tender offer and may make such disclosure to the Shareholders as
may be required under applicable law.

SECTION 6.13 Tax Representation Letter of Unison and LABCO. Unison and
LABCO shall execute and deliver to the Company the certificate and the
representation for tax purposes in the form of Exhibit 6.13 (the "Unison/LABCO
Tax Representation Letter") as soon as reasonably practicable after the date
hereof and in any event not later than five business days prior to the effective
date of the Registration Statement (as anticipated by counsel to Unison and
LABCO).

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SECTION 6.14 Pooling-of-Interests. Each of the Company, Unison and LABCO
shall use its Best Efforts (i) to cause the Merger to qualify, and shall not
take any actions which could prevent the Merger from qualifying, for
pooling-of-interests accounting treatment and as a reorganization under Section
368(a) of the IRC and (ii) to obtain a letter from Ronald H. Ridgers, PC, CPA
regarding actions taken by the Company which could prevent the Merger from
qualifying, for pooling-of-interests accounting treatment.

SECTION 6.15 Nasdaq Listing. Unison shall use its Best Efforts to list,
prior to the Effective Time, on the Nasdaq National Market, subject to official
notice of issuance, the shares of Unison Common Stock to be issued to the
Shareholders in the Merger.

SECTION 6.16 Approvals of Governmental Bodies. As promptly as practicable
after the date of this Agreement, Unison and LABCO will, and will cause each of
its Related Persons to, make all filings required by Legal Requirements to be
made by them to consummate the Contemplated Transactions. Between the date of
this Agreement and the Closing Date, Unison and LABCO will, and will cause each
Related Person to, cooperate with the Company with respect to all filings that
the Company is required by Legal Requirements to make in connection with the
Contemplated Transactions, and (ii) cooperate with the Company in obtaining all
consents identified on Schedule 4.2(b); provided that this Agreement will not
require Unison or LABCO to dispose of or make any change in any portion of its
business or to incur any other burden to obtain a Governmental Authorization.

SECTION 6.17 Best Efforts. Between the date of this Agreement and the
Closing Date, the Company, Unison and LABCO will use their Best Efforts to cause
the conditions in Sections 7 and 8 to be satisfied, except, with respect to
Unison and LABCO, as set forth in the proviso to Section 6.16.

SECTION 7 CONDITIONS PRECEDENT TO UNISON'S
AND LABCO'S OBLIGATION TO CLOSE

Unison's and LABCO's obligation to consummate the Merger and to take the
other actions required to be taken by Unison and LABCO at the Closing is subject
to the satisfaction, at or prior to the Closing, of each of the following
conditions (any of which may be waived by Unison or LABCO, in whole or in part):

SECTION 7.1 Accuracy of Representations. Each of the Company's
representations and warranties set forth in Section 4 of this Agreement shall
have been accurate in all material respects as of the date of this Agreement,
and shall be accurate in all material respects as of the Closing Date as if made
on the Closing Date.

SECTION 7.2 Company's Performance. Each of the covenants and obligations
that the Company is required to perform or to comply with pursuant to this
Agreement at or prior to the Closing shall have been duly performed and complied
with in all material respects.

SECTION 7.3 Shareholder Approval. This Agreement and the Merger shall
have been duly approved by the Shareholders of the Company in accordance with
applicable law and the articles of incorporation and by-laws of the Company.

SECTION 7.4 Board Approval. This Agreement and the Merger shall have been
duly approved by the Board of Directors of each of Unison and LABCO in
accordance with applicable law and the respective certificate and articles of
incorporation and by-laws of Unison and LABCO.

SECTION 7.5 Effectiveness of Registration Statement. The Registration
Statement shall have been declared effective by the SEC, no stop order with
respect thereto shall be in effect, and no proceedings for that purpose shall
have been initiated or threatened by the SEC.

SECTION 7.6 Listing Approval. The shares of Unison Common Stock to be
issued in the Merger shall have been approved for listing on the Nasdaq National
Market subject to official notice of issuance.

SECTION 7.7 Consents. Each Consent required under the Contracts set forth
on Schedule 4.2(b) shall have been obtained and shall be in full force and
effect.

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SECTION 7.8 Additional Documents. Each of the following documents shall
have been delivered to Unison and LABCO:

(a) an opinion of Tracy & Holland, L.L.P., dated the Closing Date, in the
form of Exhibit 7.8(a);

(b) a certificate of the Secretary of State of the State of Utah as to the
legal existence and good standing (including Tax) of the Company in Utah;

(c) certificates of the appropriate governmental officials of the state of
incorporation of each Subsidiary as to the legal existence and good standing
(including Tax) of each Subsidiary;

(d) certificates of appropriate governmental officials in each state in
which any Acquired Company is required to qualify to do business as a foreign
corporation as to the due qualification and good standing of such Acquired
Company in each such jurisdiction;

(e) a certificate of the secretary of the Company attesting to the
incumbency of the officers, the authenticity of the board of directors and
shareholder resolutions authorizing the Contemplated Transactions, and the
authenticity and continuing validity of the Organizational Documents delivered
pursuant to Section 4.1(b);

(f) such other documents as Unison or LABCO may reasonably request for the
purpose of (i) enabling its counsel to provide the opinion referred to in
Section 8.8(a), (ii) evidencing the accuracy of any of the Company's
representations and warranties, (iii) evidencing the performance by the Company
of, or the compliance by the Company with, any covenant or obligation required
to be performed or complied with by the Company, (iv) evidencing the
satisfaction of any condition referred to in this Section 7, or (v) otherwise
facilitating the consummation or performance of any of the Contemplated
Transactions;

(g) evidence reasonably satisfactory to Unison and LABCO that the
Encumbrances set forth on Schedule 4.1(a) which are to be discharged have been
discharged;

(h) in the event the Interim Balance Sheet is as at a date more than 45
days prior to the Closing Date, an unaudited consolidated balance sheet of the
Acquired Companies as at a date not less than 45 days prior to the Closing Date
prepared in compliance with the requirements in Section 4.4 for the Interim
Balance Sheet, which unaudited consolidated balance sheet of the Acquired
Companies shall be deemed an Interim Balance Sheet for all purposes under this
Agreement;

(i) the tax certificate and letter of the Company pursuant to Section 6.6;

(j) the representation letters of certain Shareholders pursuant to Section
6.7; and

(k) the letters of affiliates of the Company pursuant to Section 6.8.

SECTION 7.9 No Proceedings. Since the date of this Agreement, there must
not have been commenced or Threatened against Unison or LABCO, or against any
Person affiliated with Unison or LABCO, any Proceeding (a) involving any
challenge to, or seeking damages or other relief in connection with, any of the
Contemplated Transactions, or (b) that may have the effect of preventing,
delaying, making illegal, or otherwise interfering with any of the Contemplated
Transactions.

SECTION 7.10 No Claim Regarding Stock Ownership or Merger Consideration.
Other than rights of Shareholders hereunder, there must not have been made or
Threatened by any Person any claim asserting that such Person (a) is the holder
or the beneficial owner of, or has the right to acquire or to obtain beneficial
ownership of, any stock of, or any other voting, equity, or ownership interest
in, any of the Acquired Companies, or (b) is entitled to all or any portion of
the cash, assets or other property to be distributed to Shareholders pursuant to
Section 3 hereof.

SECTION 7.11 No Prohibition. Neither the consummation nor the performance
of any of the Contemplated Transactions will, directly or indirectly (with or
without notice or lapse of time), materially contravene, or conflict with, or
result in a material violation of, or cause Unison or LABCO or any Person
affiliated with Unison or LABCO to suffer any material adverse consequence
under, (a) any applicable Legal Requirement

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or Order, or (b) any Legal Requirement or Order that has been published,
introduced, or otherwise formally proposed by or before any Governmental Body.

SECTION 7.12 Termination of Agreements. All agreements, Contracts and
understandings set forth on Schedule 4.1(c) shall have been terminated with no
further liability or obligation of any Acquired Company.

SECTION 7.13 Dissenters' Rights. Objecting Shares shall not represent
more than five percent of the Shares.

SECTION 7.14 Agreement for Acquisition of Memphis Clinical Laboratory Inc.
Unison, the Senior Managers and John Maguire shall have completed, but for the
Closing, the acquisition by Unison of all of the issued and outstanding capital
stock of Memphis Clinical Laboratory Inc. from the Senior Managers and Mr.
Maguire.

SECTION 8 CONDITIONS PRECEDENT TO THE
COMPANY'S OBLIGATION TO CLOSE

The Company's obligation to consummate the Merger and to take the other
actions required to be taken by the Company at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by the Company, in whole or in part):

SECTION 8.1 Accuracy of Representations. Each of Unison's and LABCO's
representations and warranties set forth in Section 5 of this Agreement shall
have been accurate in all material respects as of the date of this Agreement and
shall be accurate in all material respects as of the Closing Date as if made on
the Closing Date.

SECTION 8.2 Unison's and LABCO's Performance. Each covenant and
obligation that Unison or LABCO is required to perform or to comply with
pursuant to this Agreement at or prior to the Closing shall have been performed
and complied with in all material respects.

SECTION 8.3 Board Approval. This Agreement and the Merger shall have been
duly approved by the Board of Directors of each of Unison and LABCO in
accordance with applicable law and the respective certificate and articles of
incorporation and by-laws of Unison and LABCO.

SECTION 8.4 Shareholder Approval. This Agreement and the Merger shall
have been duly approved by the Shareholders in accordance with applicable law
and the articles of incorporation and by-laws of the Company.

SECTION 8.5 Effectiveness of Registration Statement. The Registration
Statement shall have been declared effective by the SEC, no stop order with
respect thereto shall be in effect, and no proceedings for that purpose shall
have been initiated or threatened by the SEC.

SECTION 8.6 Listing Approval. The shares of Unison Common Stock to be
issued in the Merger shall have been approved for listing on the Nasdaq National
Market subject to official notice of issuance.

SECTION 8.7 Consents. Each of the Consents required by the Contracts set
forth on Schedule 4.2(b) shall have been obtained and shall be in full force and
effect.

SECTION 8.8 Additional Documents. Unison or LABCO must have caused the
following documents to be delivered to the Company:

(a) an opinion of Quarles & Brady, dated the Closing Date, in the form of
Exhibit 8.8(a);

(b) the tax certificate and letter of Unison and LABCO pursuant to Section
6.13;

(c) a certificate of the Secretary of State of the State of Delaware as to
the legal existence and good standing (including Tax) of Unison in Delaware;

(d) a certificate of the Secretary of State of the State of Delaware as to
the legal existence and good standing (including Tax) of LABCO in Delaware;

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<PAGE> 102

(e) a certificate of the secretary of Unison attesting to the incumbency of
the officers, the authenticity of the board of directors and shareholder
resolutions authorizing the Contemplated Transactions;

(f) a certificate of the secretary of LABCO attesting to the incumbency of
the officers, the authenticity of the board of directors and shareholder
resolutions authorizing the Contemplated Transactions; and

(g) such other documents as the Company may reasonably request for the
purpose of (i) enabling their counsel to provide the opinion referred to in
Section 7.8(a), (ii) evidencing the accuracy of any representation or warranty
of Unison or LABCO, (iii) evidencing the performance by Unison or LABCO of, or
the compliance by Unison or LABCO with, any covenant or obligation required to
be performed or complied with by Unison or LABCO, as applicable, (ii) evidencing
the satisfaction of any condition referred to in this Section 8, or (v)
otherwise facilitating the consummation of any of the Contemplated Transactions.

SECTION 8.9 No Proceeding. Since the date of this Agreement, there must
not have been commenced or Threatened against Unison or LABCO, or against any
Person affiliated with Unison or LABCO, any Proceeding (a) involving any
challenge to, or seeking damages or other relief in connection with, any of the
Contemplated Transactions, or (b) that may have the effect of preventing,
delaying, making illegal, or otherwise interfering with any of the Contemplated
Transactions.

SECTION 8.10 No Prohibition. Neither the consummation nor the performance
of any of the Contemplated Transactions will, directly or indirectly (with or
without notice or lapse of time), materially contravene, or conflict with, or
result in a material violation of, or cause the Company or any Person affiliated
with the Company to suffer any material adverse consequence under, (a) any
applicable Legal Requirement or Order, or (b) any Legal Requirement or Order
that has been published, introduced, or otherwise formally proposed by or before
any Governmental Body.

SECTION 8.11 Agreement for Acquisition of Memphis Clinical Laboratory
Inc. Unison, the Senior Managers and John Maguire shall have completed, but for
the Closing, the acquisition by Unison of all of the issued and outstanding
capital stock of Memphis Clinical Laboratory Inc. from the Senior Managers and
Mr. Maguire.

SECTION 9 TERMINATION

SECTION 9.1 Termination Events. This Agreement may, by notice given prior
to or at the Closing, be terminated:

(a) by either party pursuant to Section 3.1. or by failure of the Closing
to take place on or prior to the date set for Closing in Section 2.5, but, in
either case subject to the provisions of Section 9.1(f);

(b) by either Unison, LABCO or the Company if a material Breach of any
provision of this Agreement has been committed by the other party and such
Breach has not been waived;

(c) by Unison or LABCO if any of the conditions in Section 7 has not been
satisfied as of the Closing Date or if satisfaction of such a condition is or
becomes impossible (other than through the failure of Unison or LABCO to comply
with its respective obligations under this Agreement) and neither Unison nor
LABCO has waived such condition on or before the Closing Date;

(d) by Unison or LABCO if the Board of Directors of the Company withdraws
or materially modifies or changes its favorable recommendation of this Agreement
or the Merger;

(e) by the Company, if any of the conditions in Section 8 has not been
satisfied as of the Closing Date or if satisfaction of such a condition is or
becomes impossible (other than through the failure of the Company to comply with
its obligations under this Agreement) and the Company has not waived such
condition on or before the Closing Date;

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<PAGE> 103

counsel determines that the failure to take such action would be a breach of the
fiduciary duties to the Company's shareholders or other constituencies under
applicable law; provided, however, that such termination under this Section
9.1(f) shall not be effective until the Company has made payment to Unison of
the Transaction Expenses required to be paid pursuant to Section 9.2.

(g) by mutual consent of LABCO and the Company; or

(h) by either LABCO or the Company if the Closing has not occurred (other
than through the failure of any party seeking to terminate this Agreement to
comply fully with its obligations under this Agreement) on or before October 30,
1996, or such later date as the parties may agree upon.

SECTION 9.2 Special Fees.

(a) In the event that:

(i) this Agreement shall have been terminated pursuant to Section
9.1(d) or Section 9.1(f) and within 9 months of such termination: (x) a
Third Party Acquisition shall occur, or (y) there is a letter of intent or
similar instrument or other agreement between the Company and a Third Party
for a Third Party Acquisition, or a public announcement by the Company of
the Company's intention or plans to effect a Third Party Acquisition; or

(ii) any Person (other than Unison or an affiliate of Unison) shall
have commenced, publicly proposed or communicated to the Company a proposal
that is publicly disclosed for a tender or exchange offer for more than 20%
(or which, assuming the maximum amount of securities which could be
purchased, would result in any Person beneficially owning more than 20%) of
the then outstanding Shares or otherwise for the direct or indirect
acquisition of the Company or all or substantially all of its assets for a
per Share consideration having a value greater than the Per Share
Consideration, and this Agreement shall have been terminated pursuant to
Section 9.1(d) or Section 9.1(f); or

(iii) this Agreement is terminated pursuant to Section 9.1(f),

then, in any such event, the Company shall promptly pay Unison (but in no
event later than five business days after the first of such events shall
have occurred) the Transaction Expenses.

(b) Unison shall have the right to make more than one request for payment
of Transaction Expenses, subject to the limitation on total Transaction
Expenses. In the event the Company shall fail to pay invoiced Transaction
Expenses within five days of receipt of an invoice therefor from Unison, the
term "Transaction Expenses" shall be deemed to include the costs and expenses
actually incurred or accrued by Unison and LABCO (including, without limitation,
fees and expenses of counsel) in connection with the collection under and
enforcement of Section 9.1(f), together with interest on such unpaid Transaction
Expenses, commencing on the date that the Transaction Expenses were paid, at a
rate equal to the rate of interest publicly announced by Morgan Guaranty Trust
Company of New York, from time to time, in the City of New York, as such bank's
Prime Rate plus 1.00%.

SECTION 9.3 Effect of Termination. Each party's right of termination
under Section 9.1 is in addition to any other rights it may have under this
Agreement or otherwise, and the exercise of a right of termination will not be
an election of remedies. If this Agreement is terminated pursuant to Section
9.1, all further obligations of the parties under this Agreement will terminate,
except that the obligations in Sections 10.1 and 10.3 will survive; provided,
however, that if this Agreement is terminated by a party because of the Breach
of the Agreement by the other party or because one or more of the conditions to
the terminating party's obligations under this Agreement is not satisfied as a
result of the other party's failure to comply with its obligations under this
Agreement, the terminating party's right to pursue all legal remedies will
survive such termination unimpaired.

SECTION 10 GENERAL PROVISIONS

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<PAGE> 104

performance of this Agreement and the Contemplated Transactions, including all
fees and expenses of agents, representatives, counsel, and accountants. In the
event of termination of this Agreement, the obligation of each party to pay its
own expenses will be subject to any rights of such party arising from a breach
of this Agreement by another party.

SECTION 10.2 Public Announcements. Any public announcement or similar
publicity with respect to this Agreement or the Contemplated Transactions will
be issued, if at all, at such time and in such manner as LABCO and the Company
determine. Unless consented to by LABCO in advance or required by Legal
Requirements, prior to the Closing the Company shall, and shall cause the
Acquired Companies to, keep this Agreement strictly confidential and may not
make any disclosure of this Agreement to any Person. The Company and LABCO will
consult with each other concerning the means by which the Acquired Companies'
employees, customers, and suppliers and others having dealings with the Acquired
Companies will be informed of the Contemplated Transactions, and LABCO will have
the right to be present for any such communication.

SECTION 10.3 Confidentiality.

(a) Between the date of this Agreement and the Closing Date, Unison, LABCO
and the Company will maintain in confidence, and will cause the directors,
officers, employees, agents, and advisors of Unison, LABCO and the Acquired
Companies to maintain in confidence, and not use to the detriment of another
party or an Acquired Company any written, oral, or other information obtained in
confidence from another party or an Acquired Company in connection with this
Agreement or the Contemplated Transactions, unless (i) such information is
already known to such party or to others not bound by a duty of confidentiality
or such information becomes publicly available through no fault of such party,
(ii) the use of such information is necessary or appropriate in making any
filing or obtaining any consent or approval required for the consummation of the
Contemplated Transactions, or (iii) the furnishing or use of such information is
required by or necessary or appropriate in connection with legal proceedings.

(b) If the Contemplated Transactions are not consummated: (i) each party
will return or destroy as much of such written information as the other party
may reasonably request; and (ii) Unison, LABCO and their respective Related
Persons, will not employ, solicit the employment or contract with any employee
or independent contractor of any of the Acquired Companies for a period of six
months after the termination of this Agreement.

SECTION 10.4 Notices. All notices, consents, waivers, and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (a) delivered by hand (with written confirmation of
receipt), (b) sent by telecopier (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested, or
(c) when received by the addressee, if sent by a nationally recognized overnight
delivery service (receipt requested), in each case to the appropriate addresses
and telecopier numbers set forth below (or to such other addresses and
telecopier numbers as a party may designate by notice to the other parties):

<TABLE>
<S> <C>
The Company: American Professional Holding, Inc.
10925 Estate Lane, Suite 390
Dallas, Texas 75238
Attn: W. Jerome McGee
Facsimile No.: (214) 342-2129
with a copy to: Tracy & Holland, L.L.P.
306 West 7th Street, Suite 500
Fort Worth, Texas 76102
Attn: George T. Johns, Esq.
Facsimile No.: (817) 332-3140
</TABLE>

A-37
<PAGE> 105

<TABLE>
<S> <C>
LABCO: Labco Acquisition Co.
7272 East Indian School Road, Suite 214
Scottsdale, Arizona 85251
Attn: President
Facsimile: (602) 481-6479
with a copy to: Quarles & Brady
One East Camelback, Suite 400
Phoenix, Arizona 85012-1649
Attn: P. Robert Moya, Esq.
Facsimile: (602) 230-5598
Unison: Unison HealthCare Corporation
7272 East Indian School Road, Suite 214
Scottsdale, Arizona 85251
Attn: President
Facsimile: (602) 481-6479
</TABLE>

SECTION 10.5 Jurisdiction; Service of Process. Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of, this
Agreement may be brought against any of the parties in the courts of the State
of Arizona, County of Maricopa, or, if it has or can acquire jurisdiction, in
the United States District Court for the District of Arizona, and each of the
parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding and waives any objection to
venue laid therein. Process in any action or proceeding referred to in the
preceding sentence may be served on any party anywhere in the world.

SECTION 10.6 Further Assurances. The parties agree (a) to furnish upon
request to each other such further information, (b) to execute and deliver to
each other such other documents, and (c) to do such other acts and things, all
as the other party may reasonably request for the purpose of carrying out the
intent of this Agreement and the documents referred to in this Agreement.

SECTION 10.7 Combined Operating Results. Unison shall use its Best
Efforts to publish the results of at least 30 days of combined operations of the
Company and Unison following the Effective Time as soon as reasonably
practicable after the end of such 30 day period.

SECTION 10.8 Waiver. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure nor any delay
by any party in exercising any right, power, or privilege under this Agreement
or the documents referred to in this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right,
power, or privilege will preclude any other or further exercise of such right,
power, or privilege or the exercise of any other right, power, or privilege. To
the maximum extent permitted by applicable law, (a) no claim or right arising
out of this Agreement or the documents referred to in this Agreement can be
discharged by one party, in whole or in part, by a waiver or renunciation of the
claim or right unless in writing signed by the other party; (b) no waiver that
may be given by a party will be applicable except in the specific instance for
which it is given; and (c) no notice to or demand on one party will be deemed to
be a waiver of any obligation of such party or of the right of the party giving
such notice or demand to take further action without notice or demand as
provided in this Agreement or the documents referred to in this Agreement.

SECTION 10.9 Entire Agreement and Modification. This Agreement supersedes
all prior agreements between the parties with respect to its subject matter
(including the Letter of Intent between Unison and the Company dated March 26,
1996) and constitutes (along with the documents referred to in this Agreement) a
complete and exclusive statement of the terms of the agreement between the
parties with respect to its subject matter. This Agreement may not be amended
except by a written agreement executed by the party to be charged with the
amendment.

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<PAGE> 106

SECTION 10.10 Disclosure Schedules.

(a) The disclosures in the Disclosure Schedules, and those in any
Supplement thereto, shall be deemed to relate only to the representations and
warranties in the Section of the Agreement to which they expressly relate and
not to any other representation or warranty in this Agreement.

(b) In the event of any inconsistency between the statements in the body of
this Agreement and those in the Disclosure Schedules (other than an exception
expressly set forth as such in the Disclosure Schedules with respect to a
specifically identified representation or warranty), the statements in the body
of this Agreement will control.

SECTION 10.11 Assignments, Successors, and No Third-Party Rights. Neither
party may assign any of its rights under this Agreement without the prior
consent of the other parties except that Unison may assign any of its rights
under this Agreement to any Subsidiary of Unison. Subject to the preceding
sentence, this Agreement will apply to, be binding in all respects upon, and
inure to the benefit of the successors and permitted assigns of the parties.
Nothing expressed or referred to in this Agreement will be construed to give any
Person other than the parties to this Agreement any legal or equitable right,
remedy, or claim under or with respect to this Agreement or any provision of
this Agreement; provided, however, that the provisions of Section 3.2, Section
3.4 and Section 10.7 and the provisions of this Agreement concerning
qualification of the Contemplated Transactions as a tax free reorganization are
additionally intended to be for the benefit of the Shareholders. This Agreement
and all of its provisions and conditions are for the sole and exclusive benefit
of the parties to this Agreement and their successors and assigns.

SECTION 10.12 Severability. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.

SECTION 10.13 Section Headings, Construction. The headings of Sections in
this Agreement are provided for convenience only and will not affect its
construction or interpretation. All references to "Section" or "Sections" refer
to the corresponding Section or Sections of this Agreement. All words used in
this Agreement will be construed to be of such gender or number as the
circumstances require. Unless otherwise expressly provided, the word "including"
does not limit the preceding words or terms.

SECTION 10.14 Time of Essence. With regard to all dates and time periods
set forth or referred to in this Agreement, time is of the essence.

SECTION 10.15 Governing Law. This Agreement will be governed by the laws
of the State of Arizona without regard to conflicts of laws principles.

SECTION 10.16 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.

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<PAGE> 107

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.

UNISON:

UNISON HEALTHCARE CORPORATION, a Delaware corporation

By:
Name:
Title:

LABCO:

LABCO ACQUISITION CO., a Delaware corporation

By:
Name:
Title:

COMPANY:

AMERICAN PROFESSIONAL HOLDING, INC., a Utah corporation

By:
Name:
Title:

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<PAGE> 108

STATE OF
County of

On this day of , 199 , before me, the undersigned
officer, personally appeared , who acknowledged himself
to be a of Unison HealthCare Corporation, a Delaware
corporation, and that he, in such capacity, being authorized so to do, executed
the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

--------------------------------------
Notary Public

My Commission Expires:

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

STATE OF
County of

On this day of , 199 , before me, the undersigned
officer, personally appeared , who acknowledged himself
to be a of Labco Acquisition Co., a Delaware
corporation, and that he, in such capacity, being authorized so to do, executed
the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

--------------------------------------
Notary Public

My Commission Expires:

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

STATE OF
County of

On this day of , 199 , before me, the undersigned
officer, personally appeared , who acknowledged himself
to be a of American Professional Holding, Inc., a Utah
corporation, and that he, in such capacity, being authorized so to do, executed
the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

--------------------------------------
Notary Public

My Commission Expires:

- ------------------------------------
ss.:

ss.:

ss.:
<PAGE> 109

ANNEX B

AGREEMENT AND PLAN OF MERGER
AMONG
UNISON HEALTHCARE CORPORATION
MEMPHIS ACQUISITION CO.
AND
MEMPHIS CLINICAL LABORATORY, INC.

DATED JULY 3, 1996

<PAGE> 110

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
RECITALS............................................................................... B-1
SECTION 1 DEFINITIONS.................................................................. B-2
SECTION 2 THE MERGER AND EFFECTIVE TIME; SURVIVING CORPORATION; CLOSING................
B-7
Section 2.1 The Merger........................................................... B-7
Section 2.2 Effective Time....................................................... B-7
Section 2.3 Articles of Incorporation And Bylaws................................. B-7
Section 2.4 Board Of Directors................................................... B-7
Section 2.5 Closing.............................................................. B-7
Section 2.6 Closing Obligations.................................................. B-8
SECTION 3 CONVERSION OF SHARES......................................................... B-8
Section 3.1 Conversion Of Shares In The Merger................................... B-8
Section 3.2 Adjustments to Share Consideration................................... B-9
Section 3.3 Exchange of Certificates............................................. B-9
SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................ B-10
Section 4.1 Organization and Good Standing; Capitalization; Agreements
Regarding Capital Stock.............................................. B-10
Section 4.2 Authority; No Conflict............................................... B-11
Section 4.3 Capitalization....................................................... B-11
Section 4.4 Financial Statements................................................. B-11
Section 4.5 Books and Records.................................................... B-12
Section 4.6 Title to Properties; Encumbrances.................................... B-12
Section 4.7 Condition and Sufficiency of Assets.................................. B-12
Section 4.8 Accounts Receivable.................................................. B-12
Section 4.9 Prepaid Supplies..................................................... B-13
Section 4.10 No Undisclosed Liabilities........................................... B-13
Section 4.11 Taxes................................................................ B-13
Section 4.12 No Material Adverse Change........................................... B-13
Section 4.13 Employee Benefits.................................................... B-14
Section 4.14 Compliance with Legal Requirements; Governmental Authorizations...... B-16
Section 4.15 Legal Proceedings; Orders............................................ B-17
Section 4.16 Absence of Certain Changes and Events................................ B-17
Section 4.17 Contracts; No Defaults............................................... B-18
Section 4.18 Insurance............................................................ B-19
Section 4.19 Environmental Matters................................................ B-21
Section 4.20 Employees............................................................ B-22
Section 4.21 Labor Relations; Compliance.......................................... B-22
Section 4.22 Intellectual Property................................................ B-22
Section 4.23 Certain Payments..................................................... B-24
Section 4.24 Disclosure........................................................... B-24
Section 4.25 Relationships with Related Persons................................... B-24
Section 4.26 Accounting Matters................................................... B-24
Section 4.27 Brokers or Finders................................................... B-24
SECTION 5 REPRESENTATIONS AND WARRANTIES OF UNISON AND MEMCO.......................... B-25
Section 5.1 Organization and Good Standing....................................... B-25
Section 5.2 Authority; No Conflict............................................... B-25
</TABLE>

i
<PAGE> 111

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Section 5.3 Certain Proceedings.................................................. B-25
Section 5.4 SEC Documents; Financial Statements.................................. B-25
Section 5.5 Information Supplied................................................. B-26
Section 5.6 Interim Operations of MEMCO.......................................... B-26
Section 5.7 Brokers or Finders................................................... B-26
Section 5.8 Disclosure........................................................... B-26
Section 5.9 Legal Proceedings; Orders............................................ B-26
Section 5.10 Capitalization....................................................... B-27
Section 5.11 Merger Consideration................................................. B-27
SECTION 6 FURTHER COVENANTS PRIOR TO CLOSING DATE..................................... B-27
Section 6.1 Access and Investigation............................................. B-27
Section 6.2 Operation of the Businesses of the Company........................... B-27
Section 6.3 Negative Covenant.................................................... B-27
Section 6.4 Required Approvals................................................... B-27
Section 6.5 Shareholders' Meeting, Merger Information Statement and Registration
Statement............................................................ B-27
Section 6.6 Agreements of Affiliates............................................. B-29
Section 6.7 Delivery of Disclosure Schedules..................................... B-29
Section 6.8 Notification by the Company.......................................... B-29
Section 6.9 Notification by Unison or MEMCO...................................... B-29
Section 6.10 No Negotiation....................................................... B-30
Section 6.11 Pooling-of-Interests................................................. B-30
Section 6.12 Nasdaq Listing....................................................... B-30
Section 6.13 Approvals of Governmental Bodies..................................... B-30
Section 6.14 Best Efforts......................................................... B-30
SECTION 7 CONDITIONS PRECEDENT TO UNISON'S AND MEMCO'S OBLIGATION TO CLOSE............
B-31
Section 7.1 Accuracy of Representations.......................................... B-31
Section 7.2 Company's Performance................................................ B-31
Section 7.3 Shareholder Approval................................................. B-31
Section 7.4 Board Approval....................................................... B-31
Section 7.5 Effectiveness of Registration Statement.............................. B-31
Section 7.6 Listing Approval..................................................... B-31
Section 7.7 Consents............................................................. B-31
Section 7.8 Additional Documents................................................. B-31
Section 7.9 No Proceedings....................................................... B-32
Section 7.10 No Claim Regarding Stock Ownership or Merger Consideration........... B-32
Section 7.11 No Prohibition....................................................... B-32
Section 7.12 Termination of Agreements............................................ B-32
Section 7.13 Agreement for Merger of Labco and Ampro.............................. B-32
SECTION 8 CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE....................... B-32
Section 8.1 Accuracy of Representations.......................................... B-32
Section 8.2 Unison's and MEMCO's Performance..................................... B-32
Section 8.3 Board Approval....................................................... B-32
Section 8.4 Shareholder Approval................................................. B-33
Section 8.5 Effectiveness of Registration Statement.............................. B-33
Section 8.6 Listing Approval..................................................... B-33
</TABLE>

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<PAGE> 112

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Section 8.7 Consents............................................................. B-33
Section 8.8 Additional Documents................................................. B-33
Section 8.9 No Proceeding........................................................ B-33
Section 8.10 No Prohibition....................................................... B-33
Section 8.11 Agreement for Merger of Labco and Ampro.............................. B-33
SECTION 9 TERMINATION.................................................................. B-34
Section 9.1 Termination Events................................................... B-34
Section 9.2 Special Fees......................................................... B-34
Section 9.3 Effect of Termination................................................ B-35
SECTION 10 GENERAL PROVISIONS.......................................................... B-35
Section 10.1 Expenses............................................................. B-35
Section 10.2 Public Announcements................................................. B-35
Section 10.3 Confidentiality...................................................... B-35
Section 10.4 Notices.............................................................. B-36
Section 10.5 Jurisdiction; Service of Process..................................... B-36
Section 10.6 Further Assurances................................................... B-36
Section 10.7 Combined Operating Results........................................... B-37
Section 10.8 Waiver............................................................... B-37
Section 10.9 Entire Agreement and Modification.................................... B-37
Section 10.10 Disclosure Schedules................................................. B-37
Section 10.11 Assignments, Successors, and No Third-Party Rights................... B-37
Section 10.12 Severability......................................................... B-37
Section 10.13 Section Headings, Construction....................................... B-37
Section 10.14 Time of Essence...................................................... B-38
Section 10.15 Governing Law........................................................ B-38
Section 10.16 Counterparts......................................................... B-38
</TABLE>

iii
<PAGE> 113

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger ("Agreement") is made as of July 3, 1996,
among UNISON HEALTHCARE CORPORATION, a Delaware corporation ("Unison"), MEMPHIS
ACQUISITION CO., a Delaware corporation ("MEMCO"), and MEMPHIS CLINICAL
LABORATORY, INC., a Tennessee corporation (the "Company").

RECITALS

B. MEMCO and the Company desire that MEMCO be merged into the Company
pursuant to this Agreement and in accordance with the applicable statutes of the
State of Tennessee;

C. The Company is principally engaged in the business of owning and
operating medical laboratories for the commercial processing and evaluation of
various types of human tissues;

D. The respective Boards of Directors of MEMCO and the Company have each
approved the merger of MEMCO with and into the Company pursuant to the
provisions of this Agreement;

E. The Board of Directors of the Company has duly resolved that this
Agreement be submitted to the Company's shareholders in accordance with the
Tennessee Business Corporation Act;

G. Unison and certain shareholders of the Company are separately
negotiating a merger of Labco Acquisition Co., a wholly-owned subsidiary of
Unison ("Labco") with and into American Professional Holding, Inc. ("Ampro"),
with Ampro being the surviving corporation.

AGREEMENT

The parties, intending to be legally bound, agree as follows:

SECTION 1 DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set
forth below:

"AFFILIATE AGREEMENTS" shall have the meaning set forth in Section 6.6.

"APPLICABLE CONTRACT" shall mean any Contract involving $5,000 or more or
which are not cancelable within 30 days (a) under which the Company has or may
acquire any rights, (b) under which the Company has or may become subject to any
obligation or liability, or (c) by which the Company or any of the assets owned
or used by it is or may become bound.

"ARTICLES OF MERGER" shall have the meaning set forth in Section 2.2.

"BALANCE SHEET" shall have the meaning set forth in Section 4.4.

B-1
<PAGE> 114

"CERTIFICATE OF MERGER" shall have the meaning set forth in Section 2.2.

"CLOSING" shall have the meaning set forth in Section 2.5.

"CLOSING DATE" shall mean the date and time as of which the Closing
actually takes place.

"CLOSING SHARES" shall mean the 648 Shares owned by Seals.

"CLOSING SHARES CONSIDERATION" shall mean (i) a promissory note in the
original principal amount of $250,000 in the form attached hereto as Exhibit
3.1(a) and (ii) a cash payment in the amount of the sum of (X) $200,000 and (Y)
interest equal to 6% per annum on $450,000 from June 30, 1995 through the
Closing Date.

"COMPANY" shall have the meaning set forth in the first paragraph of this
Agreement.

"CONSENT" shall mean any approval, consent, ratification, waiver, or other
authorization (including any Governmental Authorization).

"CONTEMPLATED TRANSACTIONS" shall mean all of the transactions contemplated
by this Agreement, including:

(a) the Merger;

(b) the execution, delivery, and performance of the Affiliate Agreements
and the Shareholder Releases; and

"CONTRACT" shall mean any agreement, contract, obligation, promise, or
undertaking (whether written or oral and whether express or implied) that is
legally binding.

"DGCL" shall mean the Delaware General Corporation Law.

"DISCLOSURE SCHEDULES" shall mean the disclosure schedules delivered by the
Company to Unison and MEMCO in connection with the execution and delivery of
this Agreement.

"EFFECTIVE TIME" shall have the meaning set forth in Section 2.2 hereof.

(a) any environmental, health, or safety matters or conditions (including
on-site or off-site contamination, occupational safety and health, and
regulation of chemical substances or products);

B-2
<PAGE> 115

(c) financial responsibility under Environmental Law or Occupational Safety
and Health Law for cleanup costs or corrective action, including any
investigation, cleanup, removal, containment, or other remediation or response
actions ("Cleanup") required by applicable Environmental Law or Occupational
Safety and Health Law (whether or not such Cleanup has been required or
requested by any Governmental Body or any other Person) and for any natural
resource damages; or

(d) any other compliance, corrective, investigative, or remedial measures
required under Environmental Law or Occupational Safety and Health Law.

"ENVIRONMENTAL LAW" shall mean any Legal Requirement that requires or
relates to:

(b) preventing or reducing to acceptable levels the release of pollutants
or hazardous substances or materials into the Environment;

(c) reducing the quantities, preventing the release, or minimizing the
hazardous characteristics of wastes that are generated;

(d) assuring that products are designed, formulated, packaged, and used so
that they do not present unreasonable risks to human health or the Environment
when used or disposed of;

(e) protecting resources, species, or ecological amenities;

(f) reducing to acceptable levels the risks inherent in the transportation
of hazardous substances, pollutants, oil, or other potentially harmful
substances;

(g) cleaning up pollutants that have been released, preventing the threat
of release, or paying the costs of such clean up or prevention; or

"ERISA" shall mean the Employee Retirement Income Security Act of 1974 or
any successor law, and regulations and rules issued pursuant to that Act or any
successor law.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

"EXCHANGE AGENT" shall mean Harris Trust and Savings Bank.

"FACILITIES" shall mean any real property, leaseholds, or other interests
currently or formerly owned or operated by the Company and any buildings,
plants, structures, or equipment (including motor vehicles and rolling stock)
currently or formerly owned or operated by the Company.

B-3
<PAGE> 116

"GOVERNMENTAL BODY" shall mean any:

(a) nation, state, county, city, town, village, district, or other
jurisdiction of any nature;

(b) federal, state, local, municipal, foreign, or other government;

(c) governmental or quasi-governmental authority of any nature (including
any governmental agency, branch, department, official, or entity and any court
or other tribunal);

(d) multi-national organization or body; or

(e) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or
power of any nature.

"INTELLECTUAL PROPERTY ASSETS" shall have the meaning set forth in Section
4.22.

"INTERIM BALANCE SHEET" shall have the meaning set forth in Section 4.4.

"IRC" shall mean the Internal Revenue Code of 1986, as amended, or any
successor law, and regulations issued by the IRS pursuant to the Internal
Revenue Code or any successor law.

"IRS" shall mean the United States Internal Revenue Service or any
successor agency, and, to the extent relevant, the United States Department of
the Treasury.

"LETTER OF TRANSMITTAL" shall have the meaning set forth in Section 3.3(c)
hereof.

"MERGER" shall mean the merger of MEMCO with and into the Company with the
Company being the surviving corporation pursuant to this Agreement.

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