UCI MEDICAL AFFILIATES INC, DEF 14A, 1995-08-10

UCI MEDICAL AFFILIATES INC
DEF 14A, 1995-08-10
SPECIALTY OUTPATIENT FACILITIES, NEC

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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant [ X ]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement

[ X ] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

UCI MEDICAL AFFILIATES, INC.
(Name of Registrant as Specified in Its Charter)

Payment of filing fee (Check the appropriate box):

[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).

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UCI MEDICAL AFFILIATES, INC.
6168 St. Andrews Road
Columbia, South Carolina 29212

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

September 13, 1995

Notice is hereby given that the Annual Meeting of Shareholders of UCI
Medical Affiliates, Inc. will be held at the Adam's Mark Hotel, 1200
Hampton Street, Columbia, South Carolina on Wednesday, September 13, 1995,
at 10:00 a.m., for the following purposes:

(1) To elect three members to the Board of Directors;

(2) To approve an amendment to the Company's 1994 Incentive Stock
Option Plan;

(3) To ratify the appointment of Price Waterhouse LLP as the
Company's independent auditors for the fiscal year ending
September 30, 1995; and

(4) To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.

Only shareholders whose names appeared of record on the books of the
Company at the close of business on July 20, 1995 will be entitled to
notice of and to vote at the Annual Meeting or any adjournment thereof.

You are cordially invited and urged to attend the Annual Meeting in
person, but if you are unable to do so, please date, sign and promptly
return the enclosed proxy in the enclosed postage-paid envelope. If you
attend the Annual Meeting and desire to revoke your proxy and vote in
person, you may do so. In any event, a proxy may be revoked at any time
before it is exercised.

By Order of the Board of Directors,

M. F. McFarland, III, M.D.
Chairman of the Board

August 10, 1995

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UCI MEDICAL AFFILIATES, INC.
6168 St. Andrews Road
Columbia, South Carolina 29212

PROXY STATEMENT

General

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of UCI Medical Affiliates, Inc. (the
"Company") to be used in voting at the Annual Meeting of Shareholders of
the Company to be held at the Adam's Mark Hotel, 1200 Hampton Street,
Columbia, South Carolina, on Wednesday, September 13, 1995, at 10:00 a.m.,
and at any adjournment thereof. The purposes of the Annual Meeting are (1)
to elect three directors to the Company's Board of Directors, (2) to
approve an amendment to the Company's 1994 Incentive Stock Option Plan; (3)
to ratify the appointment of Price Waterhouse LLP as the Company's
independent auditors for the fiscal year ending September 30, 1995; and (4)
to transact such other business as may properly come before the Annual
Meeting or any adjournment thereof. This Proxy Statement and the
accompanying form of proxy are being mailed to shareholders commencing on
or about August 10, 1995.

Any shareholder who executes the form of proxy referred to in this
Proxy Statement may revoke it at any time before it is exercised. The
proxy may be revoked by either giving written notice to the Secretary of
the Company of such revocation, or by executing and delivering to the
Secretary of the Company a proxy bearing a later date. The voting of such
proxy will be suspended if the person executing the proxy attends the
Annual Meeting and elects to vote in person. Whether or not you plan to
attend, you are urged to sign and return the enclosed proxy.

The cost of preparing, assembling and mailing this Proxy Statement and
the form of proxy will be borne by the Company. Directors, officers and
employees of the Company may also solicit proxies personally or by mail,
telephone or telegram. No compensation will be paid for such
solicitations. In addition, the Company may request banking institutions,
brokerage firms, custodians, nominees and fiduciaries to forward the
Company's proxy solicitation materials to the beneficial owners of the
Company's common stock, $0.05 par value (the "Common Stock"), held of
record by such entities, and the Company will reimburse their reasonable
forwarding expenses.

Voting Securities Outstanding

The Board of Directors has fixed the close of business on July 20,
1995 as the record date (the "Record Date") for the determination of
shareholders entitled to notice of, and to vote at, the Annual Meeting or
at any adjournment thereof. As of the Record Date, there were 3,402,164
issued and outstanding shares of the Common Stock held of record by
approximately 693 shareholders. All of such shares are eligible to be
voted on each matter currently scheduled to come before the Annual Meeting,
and there are no other outstanding shares of capital stock of the Company
eligible to be voted at the Annual Meeting. Cumulative voting for the
election of directors is not available under the Company's Restated
Certificate of Incorporation. Consequently, each share of Common Stock is
entitled to one vote on each matter to be voted upon at the Annual Meeting.
Except for the election of directors, for each matter specified in this
Proxy Statement to be submitted for shareholder approval at the Annual
Meeting, the affirmative vote of a majority of the shares of Common Stock
present at the Annual Meeting in person or by proxy and entitled to vote on
such matter is required for approval. Abstentions will be considered
shares present in person or by proxy and entitled to vote and, therefore,
will have the effect of a vote against the matter. Broker non-votes will
be considered shares not present for this purpose and will have no effect
on the outcome of the vote.

The Bylaws of the Company provide that the presence in person or by
proxy of the holders of a majority of the outstanding shares of Common
Stock entitled to vote at the Annual Meeting is necessary to constitute a
quorum at the meeting or any adjournment thereof. Directions to withhold
authority to vote for directors, abstentions and broker non-votes will be
counted for purposes of determining if a quorum is present at the Annual
Meeting. If a quorum is not present or represented at the Annual Meeting,
the chairman of the meeting or the shareholders holding a majority of the
shares of Common Stock entitled to vote, present in person or represented

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by proxy, have the power to adjourn the meeting from time to time, without
notice other than an announcement at the meeting, until a quorum is present
or represented. Directors, officers and employees of the Company may
solicit proxies for the reconvened Annual Meeting in person or by mail,
telephone or telegraph. At any such reconvened Annual Meeting at which a
quorum is present or represented, any business may be transacted that might
have been transacted at the meeting as originally scheduled.

Security Ownership Of Certain Beneficial Owners And Management

The following table sets forth certain information known to the
Company regarding the beneficial ownership of the Common Stock of the
Company as of the Record Date. Information is presented for (i)
shareholders owning more than five percent of the outstanding Common Stock,
(ii) each director, director nominee and executive officer of the Company,
individually, and (iii) all current directors and executive officers of the
Company, as a group. Except as otherwise specified, each of the
shareholders named in the table has indicated to the Company that such
shareholder has sole voting and investment power with respect to all shares
of Common Stock beneficially owned by that shareholder. Beneficial
ownership reflected in the table below is determined in accordance with the
rules and regulations of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities.
Shares of Common Stock issuable upon the exercise of options currently
exercisable or convertible, or exercisable or convertible within sixty
days, are deemed outstanding for computing the percentage ownership of the
person holding such options, but are not deemed outstanding for computing
the percentage ownership of any other person.

Number of Shares
Name (1) Beneficially Owned Percentage
<S> <C> <C>
Companion HealthCare Corporation . . . . . . . . 1,460,991 42.94%

M.F. McFarland, III . . . . . . . . . . . . . . . 521,962 (2) 15.34

D. Michael Stout . . . . . . . . . . . . . . . . 238,360 7.01

Manufacturers Hanover Trust Co. . . . . . . . . . 202,200 5.94

Harold H. Adams, Jr. . . . . . . . . . . . . . . 2,000 *

Charles P. Cannon . . . . . . . . . . . . . . . . -0- -0-

Russell J. Froneberger . . . . . . . . . . . . . -0- -0-

Jitendra Mehta . . . . . . . . . . . . . . . . . -0- -0-

Charles M. Potok . . . . . . . . . . . . . . . . -0- -0-

Stephen S. Seeling . . . . . . . . . . . . . . . -0- -0-

Jerry F. Wells, Jr. . . . . . . . . . . . . . . . -0- -0-

All current directors and executive officers
as a group (7 persons) . . . . . . . . . . . . 762,322 22.41
</TABLE>

____________
* Amount represents less than 1.0%.

(1) The address of Companion HealthCare Corporation is I-20 at Alpine
Road, Columbia, South Carolina 29219. The address of Dr. McFarland
and Dr. Stout is 6168 St. Andrews Road, Columbia, South Carolina
29212. The address of Manufacturers Hanover Trust Co. is 350 Fifth
Avenue, Suite 426, New York, New York 10118.

(2) Shares reflected as beneficially owned include 198 shares held by Dr.
McFarland's children.

Section 16(a) of the Securities Exchange Act of 1934 (the "Act")
requires the Company's directors and officers to file reports of holdings
and transactions in the Company's Common Stock with the Securities and
Exchange Commission (the "SEC"). On the basis of Company records and other
information, the Company believes that all SEC filing requirements under
Section 16(a) of the Act applicable to its officers and directors with
respect

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to the Company's fiscal year ended September 30, 1994 were complied
with, except that Forms 3 were inadvertently filed late by each of Messrs.
Adams, Froneberger, Mehta, Seeling and Stout, and a Form 4 with respect to
one transaction was inadvertently filed late by Dr. McFarland.

Executive Officers and Directors

Set forth below are the age and certain other biographical information
with respect to each of the current executive officers and directors of the
Company.

M.F. McFarland, III, 46, has served as Chairman of the Board and Chief
Executive Officer of the Company since January 1987, as President and
Secretary of the Company since November 1993, and as a director of the
Company since September 1984. From September 1984 until January 1987, he
served as Vice-President of the Company. He served as Associate
Professional Director of the Emergency Department of Richland Memorial
Hospital in Columbia, South Carolina from 1978 to 1981 and was President of
the South Carolina Chapter of the American College of Emergency Physicians
in 1979. Dr. McFarland is currently a member of the Columbia Medical
Society, the South Carolina Medical Association and the American Medical
Association.

Stephen S. Seeling, 45, has served as Chief Operating Officer, General
Counsel and Corporate Secretary of the Company since he joined the Company
in January 1994. Prior to that time, Mr. Seeling served as the Executive
Director of the South Carolina State Board of Medical Examiners from 1987
to January 1994, as the Assistant Attorney General for the South Carolina
State Board of Medical Examiners from 1983 to 1987, and as Assistant
District Attorney for Philadelphia, Pennsylvania from 1976 to 1981.

D. Michael Stout, 50, has served as Vice President of Medical Affairs
of the Company since 1985. He is a member of the Emergency Medicine
Residents Association, the National Association of Residents and Interns,
the American College of Engineering Physicians and the Columbia Medical
Society.

Jerry F. Wells, Jr., 33, has served as Chief Financial Officer of the
Company since he joined the Company in February 1995. Prior to that time,
he served as a Senior Manager and consultant for Price Waterhouse LLP from
1985 until February 1995. Mr. Wells is a certified public accountant and
is a member of the American Institute of Certified Public Accountants, the
South Carolina Association of Certified Public Accountants and the North
Carolina CPA Association.

Jitendra Mehta, 44, has served as Vice President of Operations of the
Company since he joined the Company in November 1993. Prior to that time,
he served as Partner and Director of Radiology at Citrus Diagnostic Center
from 1990 to November 1993, as Administrator of Shah Associates, MDPA from
1985 to 1990, and as Supervisor of the Nuclear Medicine Department of
Community Hospital, Indianapolis, Indiana, from 1976 to 1985.

Harold H. Adams, Jr., 47, has served as President and owner of Adams
and Associates, International, Adam and Associates, and Southern Insurance
Managers since June 1992, and served as President of Adams Eaddy &
Associates, an independent insurance agency, from 1980 to 1992. Mr. Adams
has been awarded the Chartered Property Casualty Underwriter designation
and is a member of the President's Board of Visitors of Charleston Southern
University in Charleston, South Carolina.

Russell J. Froneberger, 49, has served as President of Global
Consulting, Inc., an affiliate of First Sun South Corporation, since 1991.
Mr. Froneberger has twenty-six years of international and corporate finance
experience, having been associated with Manufacturers Hanover Trust Company
from 1967 to 1972, and South Carolina National Bank, where he served as
Senior Vice President of Marketing and Corporate Development Relations from
1972 to 1991.

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PROPOSAL ONE

ELECTION OF DIRECTORS

Three directors are to be elected at the Annual Meeting. The
Company's Restated Certificate of Incorporation provides for a classified
Board of Directors so that, as nearly as possible, one-third of the
Company's Board of Directors is elected each year to serve a three-year
term. Currently, the Board of Directors consists of three directorships
with staggered terms expiring at the forthcoming Annual Meeting and at the
Annual Meetings of Shareholders in 1996 and 1997. The Company's Bylaws
provide the Board of Directors with the power and authority to determine
the number of directors constituting the entire Board of Directors. At a
meeting of the Board of Directors on July 26, 1995, the Board of Directors
voted to increase the size of the Board from three members to five members,
with such increase to be effective immediately prior to the election of
directors at the Annual Meeting. To give effect to such increase, the
Board of Directors approved the addition of one directorship to each of the
classes of directors whose terms expire at the Annual Meetings of
Shareholders in 1997 and 1998.

The Board of Directors has nominated the following individuals for
election as directors at the Annual Meeting, to serve from the date of
their election until their respective successors are elected and shall have
qualified:

Director Nominee for Term Expiring in 1997: Charles M. Potok

Director Nominees for Terms Expiring in 1998: Charles P. Cannon
Russell J. Froneberger

Of the nominees listed above, only Mr. Froneberger is currently a
member of the Board of Directors. Set forth below are the age and certain
other biographical information with respect to the nominees who are not
currently members of the Board of Directors.

Charles M. Potok, 46, has served as Executive Vice President and Chief
Operating Officer of Companion Property and Casualty Insurance Company
("CPCIC") since March 1984. Mr. Potok is an Associate of the Casualty
Actuarial Society and a member of the American Academy of Actuaries. Prior
to joining CPCIC, Mr. Potok served as Chief Property and Casualty Actuary
and Director of the Property and Casualty Division of the South Carolina
Department of Insurance.

Charles P. Cannon, 45, has served as Vice President, Corporate
Controller and Assistant Treasurer for Blue Cross and Blue Shield of South
Carolina ("Blue Cross") since April 1988 and as Assistant Treasurer for its
subsidiary, Companion HealthCare Corporation, since April 1988. Prior to
joining Blue Cross in April 1988, he was a Senior Manager and consultant
for Price Waterhouse for 11 years. Mr. Cannon is a member of the American
Institute of Certified Public Accountants, the South Carolina Association
of Certified Public Accountants, the Institute of Management Accountants,
the Tennessee Society of Certified Public Accountants and the Controller's
Council of the National Association of Accountants.

In accordance with the Bylaws of the Company, those nominees receiving
the greatest number of votes cast (although not necessarily a majority of
the votes cast) at the Annual Meeting will be elected to the Board of
Directors. Accordingly, directions to withhold authority and broker non-
votes will have no effect on the outcome of the vote. The Company's
Restated Certificate of Incorporation does not allow for cumulative voting
in the election of directors.

The persons named in the accompanying proxy have been designated by
the Board of Directors and, unless authority is specifically withheld, they
intend to vote for the election of the nominees listed above. A
shareholder executing the enclosed proxy may vote for all or any of the
nominees or may withhold such vote from any or all nominees. In each case
where the shareholder has appropriately specified how the proxy is to be
voted, it will be voted in accordance with such shareholder's
specifications. Although it is not contemplated that any of the nominees

<PAGE>

will become unable to serve prior to the Annual Meeting, the persons named
on the enclosed proxy will have the authority to vote for the election of
other persons in accordance with their best judgment.

THE PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS
SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" THE
ELECTION OF THE NOMINEES LISTED ABOVE.

Board Meetings and Committees

The Board of Directors of the Company had a total of three regular
meetings during the Company's fiscal year ended September 30, 1994. Each
director attended all of such Board of Directors meetings. The Board of
Directors currently has no standing or ad hoc committees performing the
functions traditionally performed by an audit committee, a compensation
committee or a nominating committee. Such functions are currently
performed by the Board of Directors acting as a whole.

MANAGEMENT COMPENSATION

Compensation of Directors

Directors of the Company are paid a fee of $500 for attendance at each
meeting of the Board of Directors. Directors of the Company are also
reimbursed by the Company for all out-of-pocket expenses reasonably
incurred by them in the discharge of their duties as directors, including
out-of-pocket expenses incurred in attending meetings of the Board of
Directors.

Compensation of Officers

Currently, and during each of the Company's three prior fiscal years,
M.F. McFarland, III, the Company's Chief Executive Officer and President,
and D. Michael Stout, the Company's Vice President of Medical Affairs, have
served without compensation from the Company for their services in the
executive offices they have held with the Company during such periods. No
other executive officer of the Company earned compensation in excess of
$100,000 for services provided to the Company in any of the Company's three
prior fiscal years.

Currently, and during each of the Company's three prior fiscal years,
Dr. McFarland and Dr. Stout have received compensation for the services
they perform for Doctor's Care, P.A. ("Doctor's Care"), an affiliated
professional association that contracts with the Company to provide or
supervise all medical services at each of the Company's medical facilities.
For services performed for Doctor's Care during each of the Company's
fiscal years ended September 30, 1994, 1993 and 1992, Dr. McFarland was
paid aggregate compensation, including bonuses, of $ 343,500, $253,603 and
$230,000, respectively. For services performed for Doctor's Care during
each of the Company's fiscal years ended September 30, 1994, 1993 and 1992,
Dr. Stout was paid aggregate compensation, including bonuses, of $ 180,394,
$169,665 and $161,016, respectively. See "Certain Transactions -
Agreements With Doctor's Care."

Stock Option Plans

In 1984, the Company adopted and approved an employee incentive stock
option plan (the "1984 Plan") which provided for the grant of options to
purchase shares of Common Stock intended to qualify as incentive stock
options within the meaning of Section 422 of the United States Internal
Revenue Code of 1986 (the "Code"). The Plan provided for the grant of
options to purchase shares of Common Stock to officers and other eligible
employees of the Company. The per-share exercise price of all options
granted was not less than the fair market value of a share of the Common
Stock on the date the option was granted. Options that have been awarded
under the 1984 Plan become exercisable one year after the date of grant and
can be exercised within ten years from the date of grant.

<PAGE>

The 1984 Plan expired under its terms in December 1993. As of the
date of the 1984 Plan's expiration, the Company had granted options under
the 1984 Plan to purchase an aggregate of 33,900 shares of Common Stock to
50 employees. Options to purchase 9,100 shares of Common Stock have been
exercised, options to purchase 7,600 shares have expired, and options to
purchase 17,200 shares are currently exercisable.

In 1994, the Company adopted and approved an employee incentive stock
option plan (the "1994 Plan") which provided for the grant of options to
purchase shares of Common Stock intended to qualify as incentive stock
options within the meaning of Section 422 of the Code. The 1994 Plan
provides for the grant of options to purchase shares of Common Stock to
officers and other eligible employees of the Company. The per-share
exercise price of all options granted cannot be less than the fair market
value of a share of the Common Stock on the date the option is granted.
Options granted under the 1994 Plan become exercisable under a three-year
vesting at a rate of 33% in each of the three years following the grant of
the option and can be exercised within ten years from the date of grant.
As originally approved, the 1994 Plan made available for issuance 50,000
shares of Common Stock. A proposal to amend the 1994 Plan to increase the
number of shares available for issuance under the 1994 Plan to 750,000
shares is being presented for shareholder approval at the Annual Meeting
and is further described in this Proxy Statement under Proposal Two.

As of July 31, 1995, the Company had granted options under the 1994
Plan to purchase an aggregate of 49,000 shares of Common Stock to four
employees, none of which are currently exercisable under their respective
vesting schedules.

CERTAIN TRANSACTIONS

Agreements with Doctor's Care

General. All of the Company's operations are conducted through its
wholly-owned subsidiary, UCI Medical Affiliates of South Carolina, Inc.
("UCI-SC"), which operates a network of twenty-three freestanding primary
care medical centers located throughout South Carolina, all of which
conduct business under the name "Doctor's Care." In order to comply with
prohibitions against corporations other than professional medical
associations providing medical care, all medical services at these medical
facilities are provided by or under the supervision of Doctor's Care. M.F.
McFarland, III, the Company's Chief Executive Officer and a principal
shareholder of the Company, owns a 90% interest in Doctor's Care.

Facilities Agreement. Pursuant to a Facilities Agreement between UCI-
SC and Doctor's Care (the "Facilities Agreement"), UCI-SC supplies to
Doctor's Care the facilities, equipment and assets of the twenty-three
Doctor's Care medical centers, as well as such non-medical personnel as are
reasonably required by Doctor's Care in the operation of the centers. In
exchange, Doctor's Care provides the necessary staffing for the performance
of medical services at the centers, including a physician to serve as
Executive Medical Director having overall responsibility for the operations
of the centers. From the fees paid each month to Doctor's Care for
services rendered at the centers, Doctor's Care retains an amount equal to
the cost of all narcotic drugs purchased by Doctor's Care during the month
and an amount sufficient to satisfy the payroll and related personnel costs
of Doctor's Care for physicians and other medical staff at the centers,
with the balance of the fees paid to UCI-SC. During the Company's fiscal
years ended September 30, 1994 and 1993, Doctor's Care received an
aggregate of approximately $12,540,000 and $9,799,000, respectively, in
fees prior to deduction by Doctor's Care of its payroll and other related
deductible costs covered under the Facilities Agreement. For accounting
purposes, the operations of Doctor's Care are combined with the operations
of the Company and are reflected in the consolidated financial statements
of the Company. Pursuant to an employment agreement between Dr. McFarland
and Doctor's Care, Dr. McFarland serves as Executive Medical Director of
the Doctor's Care medical centers. For his services in such position
during each of the Company's fiscal years ended September 30, 1994, 1993
and 1992, Dr. McFarland received an annual salary from Doctor's Care of
$160,000, $163,503 and $200,000, respectively, and additional compensation
from Doctor's Care of $183,500, $90,100 and $30,000, respectively. For
medical services rendered to Doctor's Care during the Company's fiscal
years ended September 30, 1994, 1993 and 1992, Dr. Stout received an annual
salary from Doctor's Care of $150,394, $139,665 and $141,016, respectively,
and additional compensation from Doctor's Care of $30,000, $30,000 and
$20,000, respectively. In September 1994, the Facilities Agreement was
renewed for an additional five year term. In January 1995, the Facilities
Agreement was

<PAGE>

modified to provide UCI-SC with certain rights to terminate the
Facilities Agreement (a) upon the death of Dr. McFarland, (b) upon Dr.
McFarland ceasing to own, either directly or indirectly, a controlling
interest in Doctor's Care, or (c) upon Dr. McFarland becoming a
"disqualified person" as defined by the South Carolina Business
Corporation Act of 1988, as amended.

Refund Agreement. Pursuant to a Facilities Fee Refund Agreement (the
"Refund Agreement") entered into among the Company, UCI-SC and Doctor's
Care, Doctor's Care is entitled to receive a refund of a portion of the
fees payable to UCI-SC under the Facilities Agreement with respect to
fourteen of the Doctor's Care medical centers. With regard to the
Doctor's Care-Northeast center, the refund is equal to the sum of (i) 35%
of the first $60,000 of annual pre-tax profits of the center, plus (ii) 25%
of the center's pre-tax profit in excess of $60,000. The refund applicable
to the Doctor's Care - Seven Oaks center is equal to 35% of the center's
pre-tax profit in excess of $135,000. The refund applicable to the
Doctor's Care - Lexington and Doctor's Care - Sumter centers is equal to
35% of the annual pre-tax profit in excess of $ 22,500 and $12,000,
respectively. The refund is equal to 50% of the annual pre-tax profit of
the Doctor's Care - Columbia East center, 35% of the annual pre-tax profits
of the Doctor's Care - Forest Acres and Doctor's Care - West Columbia
centers, and 25% of the annual pre-tax profits of the Doctor's Care centers
at each of the Beltline, West Wateree, West Ashley, Northwoods,
Summerville, East Blackstock and Greenville locations. During the
Company's fiscal year ended September 30, 1993, UCI-SC accrued total
refunds payable to Doctor's Care under the Refund Agreement of $225,007,
and made payments of $170,100 against such payables. During the Company's
fiscal year ended September 30, 1994, UCI-SC accrued total refunds payable
to Doctor's Care under the Refund Agreement of $131,000 and made payments
of $213,500 against such payables. At September 30, 1994 and 1993, the
Company had refunds payable to Doctor's Care of $298,821 and $381,321,
respectively. In September 1994, the Refund Agreement was renewed for an
additional five year term. In January 1995, the Refund Agreement was
modified to provide UCI-SC with certain rights to terminate the Refund
Agreement (a) upon the death of Dr. McFarland, (b) upon Dr. McFarland
ceasing to own, either directly or indirectly, a controlling interest in
Doctor's Care, or (c) upon Dr. McFarland becoming a "disqualified person"
as defined by the South Carolina Business Corporation Act of 1988, as
amended.

Facility Leases

Several of the medical centers operated by UCI-SC are leased from
entities owned or controlled by certain principal shareholders and/or
members of the Company's management. The Doctor's Care - Northeast medical
center is leased from a partnership in which Dr. McFarland is a general
partner. The lease was renewed in October 1994 for a five year term. The
lease has two five year renewal options and provides UCI-SC with an option
to purchase the facility at its fair market value after October 1995.
Total lease payments made by UCI-SC under the lease during the Company's
fiscal years ended September 30, 1994 and 1993 were $42,696 and $42,696,
respectively, plus utilities and real estate taxes. The Doctor's Care -
Lexington and the Doctor's Care - Forest Acres medical centers are leased
from a general partnership in which Dr. McFarland and Dr. Stout are general
partners. The Doctor's Care - Lexington lease was renewed in October 1994
for a five year term and the Doctor's Care - Forest Acres lease was renewed
in November 1994 for a five year term. These leases have five year renewal
options and provide UCI-SC with an option to purchase the respective
property at its fair market value at any time during the lease term. Total
lease payments made by UCI-SC under these two leases during the Company's
fiscal years ended September 30, 1994 and 1993 were $68,785 and $77,088,
respectively, plus utilities and real estate taxes. The Doctor's Care -
West Columbia and the Doctor's Care - Beltline medical centers are leased
from a general partnership in which Dr. McFarland and Dr. Stout are general
partners. These two leases expire in October 1998 and provide for a five
year renewal option. Total lease payments made by UCI-SC under these two
leases during the Company's fiscal years ended September 30, 1994 and 1993
were $87,000 and $78,000, respectively, plus utilities and real estate
taxes. In connection with its agreement to lease these two centers, UCI-SC
guaranteed the lessor's mortgage debt relating to the two centers. The
maximum outstanding balance of such debt during the Company's fiscal years
ended September 30, 1994 and 1993 was $389,169 and $391,029, respectively.
At September 30, 1994 and 1993, the outstanding balance of such debt was
$386,110 and $389,169, respectively. The Doctor's Care - West Wateree
medical center is leased directly from Dr. McFarland under a month-to-month
lease. Total lease payments made by UCI-SC under this lease during the
Company's fiscal years ended September 30, 1994 and 1993 were $19,649 and
$21,522, respectively.

UCI-SC leases six medical centers from Companion HealthCare
Corporation under operating leases with fifteen year terms expiring in 2008
and 2009. Each of these leases has a five year renewal option, and a rent

<PAGE>

guarantee by Doctor's Care. One of the leases has a purchase option
allowing UCI-SC to purchase the center at fair market value after February
1, 1995. Total lease payments made by UCI-SC under these leases during the
Company's fiscal year ended September 30, 1994 were $224,036.

Other Transactions with Related Companies

Blue Cross owns 100% of Companion HealthCare Corporation, which owns
approximately 43% of the Company's outstanding Common Stock. During the
Company's fiscal year ended September 30, 1994, UCI-SC purchased a new
billing, and accounts receivable system from Companion Technologies, Inc.,
a wholly-owned subsidiary of Blue Cross for an aggregate purchase price of
$460,640. The terms of the purchase agreement are believed to have been no
more or less favorable to UCI-SC than the terms that would have been
obtainable through arm's-length negotiations with unrelated third parties
for a similar billing and accounts receivable system. Additionally, during
the Company's fiscal year ended September 30, 1994, UCI-SC entered into an
agreement with Companion Property and Casualty Insurance Company, a wholly-
owned subsidiary of Blue Cross, pursuant to which UCI-SC acts as the
primary care provider for injured workers of firms carrying worker's
compensation insurance through Companion Property and Casualty Insurance
Company. Finally, during the Company's fiscal year ended September 30,
1994, UCI-SC began providing services for a health maintenance organization
("HMO") operated by Companion HealthCare Corporation, pursuant to which
UCI-SC, through Doctor's Care, acts as the designated primary care provider
for members of the HMO who have selected Doctor's Care as their primary
care provider. The terms of the agreements with Companion Property and
Casualty Insurance Company and with Companion HealthCare Corporation are
believed to be no more or less favorable to UCI-SC than those that would be
obtainable through arm's-length negotiations with unrelated third parties
for similar arrangements.

The employees of the Company are offered health, life, dental and
disability coverage at group rates from Blue Cross and its subsidiaries.
The group rates offered to the employees of the Company are believed to be
no more or less favorable to the Company than those that would be
obtainable through arm's-length negotiations with unrelated third parties
for similar services.

Loan from Doctor's Care

In 1989, Doctor's Care loaned $250,000 to UCI-SC pursuant to the terms
of a loan agreement (the "Loan") maturing in October 1994 and providing for
an annual interest rate of 10.8%, with interest and principal payable in
equal monthly installments through maturity. The Loan was repaid in 1994
and was personally guaranteed by Dr. McFarland. The maximum outstanding
balances under the Loan during the Company's fiscal years ended September
30, 1994 and 1993 were $91,637 and $168,670, respectively. In connection
with obtaining the Loan, UCI-SC agreed that in the event of a default by
UCI-SC under the Loan, Doctor's Care would be entitled to exercise a right
of offset by applying amounts otherwise due from Doctor's Care to UCI-SC
under the Facilities Agreement toward the payment of the amounts past due
under the Loan. At the same time, the Company agreed that to the extent the
right of offset of Doctor's Care would be insufficient to fully satisfy the
default, the Company would satisfy the balance of the past due amount.
UCI-SC carries life insurance policies in the aggregate amount of $2.5
million on the life of Dr. McFarland, with all proceeds payable to UCI-SC.
Payment under such life insurance policy would have terminated the
obligation under Dr. McFarland's personal guarantee of the Loan.

<PAGE>

PROPOSAL TWO

APPROVAL OF AMENDMENT TO 1994 INCENTIVE STOCK OPTION PLAN

General. On July 26, 1995, the Board of Directors approved an
amendment (the "Amendment") to the UCI Medical Affiliates, Inc. 1994
Incentive Stock Option Plan (the "Stock Plan"), subject to the approval of
the Amendment by the shareholders at the Annual Meeting. The Amendment
increases the number of shares of Common Stock that may be issued under the
Stock Plan from 50,000 shares to 750,000 shares. The increase in such
number of issuable shares is expected to be sufficient for the remainder of
the term of the Stock Plan, thereby removing the need for any future
shareholder approval of the number of shares issuable under the Stock Plan.
The Board of Directors approved the Amendment to be effective July 26,
1995. The approval of the Amendment requires the affirmative vote of the
holders of a majority of the shares of Common Stock present or represented
by properly executed and delivered proxies at the Annual Meeting.
Abstentions and shares held in street name voted as to any matter at the
Annual Meeting will be included in determining the number of votes present
or represented at the Annual Meeting. If the Amendment is not approved by
the shareholders, the Stock Plan will remain in effect without the
Amendment. The following discussion of the Stock Plan, as amended by the
proposed Amendment, is qualified in its entirety by reference to the Stock
Plan. The Company will provide promptly, upon request and without charge,
a copy of the full text of the Stock Plan to each shareholder to whom a
copy of this Proxy Statement is delivered. Requests should be directed to
Mr. Jerry F. Wells, Jr., Chief Financial Officer, UCI Medical Affiliates,
Inc., 6168 St. Andrews Road, Columbia, South Carolina 29212, (803) 772-
8840.

Purpose. The Stock Plan was approved by the shareholders of the
Company at the Company's 1994 Annual Meeting of Shareholders. The Stock
Plan is intended to provide the Company maximum flexibility to meet the
evolving needs of the Company and its subsidiaries in providing stock-based
compensation to officers and employees in order to align more closely the
interests of corporate management and employees with those of shareholders.
The Stock Plan is also expected to promote the interests of the Company and
its shareholders by strengthening the Company's ability to attract and
retain key officers and employees through furnishing additional incentives
whereby such present and future executive officers and employees may be
encouraged to acquire, or to increase their acquisition of, Common Stock,
thus maintaining their personal and proprietary interests in the Company's
continued success and progress.

Administration and Operation. The Board of Directors has established
a Stock Option Plan Committee of the Board of Directors (the "Committee")
to oversee and carry out the provisions of the Stock Plan, and to assume
such other duties as are contemplated for such Committee under the terms of
the Stock Plan. The Committee is currently comprised of Mr. Harold H.
Adams, Jr. and Mr. Russell J. Froneberger, neither of whom is an officer or
employee eligible to receive awards under the Stock Plan. The Committee is
responsible to the Board of Directors for the operation of the Stock Plan
and makes recommendations to the Board of Directors with respect to
participation in the Stock Plan by employees and officers of the Company
and its subsidiaries, and with respect to the extent of that participation.
The interpretation and construction of any provision of the Stock Plan by
the Committee is final, unless otherwise determined by the Board. All
awards made under the Stock Plan are evidenced by written agreements
between the Company and the participant.

As amended by the proposed Amendment, a maximum of 750,000 shares of
Common Stock may be issued pursuant to awards granted under the Stock Plan,
and the Board of Directors has reserved 750,000 shares for this purpose.
The number of shares reserved for issuance under the Stock Plan will be
adjusted in the event of an adjustment in the capital stock structure of
the Company affecting the Common Stock (due to a merger, share exchange,
stock split, stock dividend, combination, recapitalization or similar
event), and the Committee is authorized to adjust awards in the terms of
the Stock Plan in the event of a change in the capital stock in order to
prevent dilution or enlargement of awards under the Stock Plan.

Stock Options. The Stock Plan provides for the grant of incentive
stock options ("ISOs"). A stock option entitles the participant to
purchase shares of Common Stock from the Company at the option exercise
price. The option exercise price is fixed by the Committee at the time the
option is granted, but the exercise price per share cannot be less than
100% of the fair market value of a share of Common Stock on the date of
grant. All stock options that may be granted under the Stock Plan provide
for three-year vesting at a rate of 33% in each of the three years
following the grant of the option. Except as may otherwise be provided in
an option agreement, an option

<PAGE>
may be exercised in whole or in part at any time during its term, but no
option may be exercised after the expiration of ten years from the date
it is granted, and no option may be exercised prior to the date one
year, or after the date ten years, from the date the option is granted.
The option price may be paid in cash, with shares of Common Stock, or
with a combination of cash and Common Stock.

Eligibility. Each employee and officer of the Company or any of its
subsidiaries is eligible to participate in the Stock Plan. The Committee
will select the individuals who will participate in the Stock Plan, and
members of the Committee who are also employees of the Company are not
restricted under the terms of the Stock Plan from participating in the
Stock Plan while serving as members of the Committee. The Board of
Directors, upon recommendation of the Committee, may grant ISOs to any
officer, key executive, administrative or other employee of the Company or
any of its subsidiaries (including an employee who is a director of the
Company). Options that are granted at different times need not contain
similar provisions.

No option may be granted under the Stock Plan after April 20, 2004.
The Board of Directors may terminate the Stock Plan sooner without further
action by the shareholders. The Board of Directors also may amend the
Stock Plan except that no amendment that increases the number of shares of
Common Stock that may be issued under the Stock Plan or changes the class
of individuals who may be selected to participate in the Stock Plan will
become effective until it is approved by the shareholders.

Federal Income Tax Consequences. The Company has been advised by
counsel regarding the federal income tax consequences of the Stock Plan.
Assuming the stock options qualify as ISOs under Section 422 of the Code,
no income should be recognized by a participant at the time an option is
granted, and no income should be recognized upon the participant's exercise
of the option. Income will be recognized by a participant when the
participant disposes of the shares of Common Stock acquired under an
option. The Company will not be entitled to a federal income tax deduction
on account of the grant or the exercise of an option. The Company may
claim a federal income tax deduction on account of certain dispositions of
Common Stock acquired upon the exercise of an option.

Set forth below are the numbers of shares underlying options which
have been awarded under the Stock Plan as of July 31,1995 to the persons
and groups identified. The amounts of options that may be awarded in the
future to participating employees and officers of the Company or any of its
subsidiaries cannot currently be determined and will be within the
discretion of the Committee.

Number of Shares
Name and Underlying
Position Options Granted
<S> <C>

M.F. McFarland, III
Chief Executive Officer, President
and Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . -0-

D. Michael Stout
Vice President of Medical Affairs . . . . . . . . . . . . . . . . . . . . -0-

All current executive officers, as a group
(including the persons named above) . . . . . . . . . . . . . . . . . . . 45,000

All current directors who are not
executive officers, as a group . . . . . . . . . . . . . . . . . . . . . . -0-

All employees, including all current officers
who are not executive officers, as a group . . . . . . . . . . . . . . . . 4,000

</TABLE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE
AMENDMENT TO THE COMPANY'S 1994 INCENTIVE STOCK OPTION PLAN. THE PERSONS
NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" THE APPROVAL OF THE
AMENDMENT TO THE COMPANY'S 1994 INCENTIVE STOCK OPTION PLAN.

<PAGE>

PROPOSAL THREE

RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed the firm of Price Waterhouse LLP
as independent auditors to make an examination of the accounts of the
Company for the fiscal year ending September 30, 1995, subject to
shareholder ratification. If the shareholders do not ratify this
appointment, other certified public accountants will be considered by the
Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL. THE
PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" THE RATIFICATION OF
THE COMPANY'S INDEPENDENT AUDITORS.

A representative of Price Waterhouse LLP is expected to be in
attendance at the Annual Meeting and will have the opportunity to make a
statement and be available to respond to appropriate questions.

CHANGES IN CERTIFYING ACCOUNTANT

On July 27, 1995, the Company notified Scott and Holloway, LLP
(formerly, Moore Kirkland Scott & Beauston) that it would not be retained
as the Company's independent accountants for the fiscal year ending
September 30, 1995. The Company's decision not to retain Scott and
Holloway, LLP was approved by the Board of Directors at a meeting held on
July 26, 1995 and was not the result of any prior, existing or expected
disagreement with the Company. The reports of Moore Kirkland Scott &
Beauston on the financial statements of the Company for the fiscal years
ended September 30, 1994 and 1993 contained no adverse opinion or
disclaimer of opinion. The reports were modified because of an uncertainty
as to the Company's ability to continue as a going concern as a consequence
of losses incurred from continuing operations. In connection with its
audits of financial statements of the Company for the fiscal years ended
September 30, 1994 and 1993, and the interim period through July 27, 1995,
the Company had no disagreement with Moore Kirkland Scott & Beauston on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Moore Kirkland Scott & Beauston, would have
caused them to make reference to the subject matter of the disagreement in
connection with their report on the financial statements for such periods.

Scott and Holloway, LLP has furnished the Company with a letter
addressed to the SEC stating that they agree with the statements made by
the Company with respect to their dismissal.

Only July 26, 1995, the Company engaged Price Waterhouse LLP as its
independent accountants to audit the Company's financial statements for the
fiscal year ending September 30, 1995. The decision to engage Price
Waterhouse LLP was approved by the Board of Directors of the Company at a
meeting held on July 26, 1995. During the Company's fiscal years ended
September 30, 1994 and 1993, the Company did not consult with Price
Waterhouse LLP regarding any matters (a) which were, or should have been,
subject to SAS 50, or (b) concerning the subject matter of a disagreement
or reportable event with the Company's former independent accountants (as
described in Regulation S-B, Item 304(a)(2)).

On September 1, 1993, the Company notified Ernst & Young that it would
not be retained as the Company's independent accountants for the fiscal
year ended September 30, 1993. The Company's decision not to retain Ernst
& Young was approved by the Company's Board of Directors at a meeting held
on August 24, 1993 and was not the result of any prior, existing or
expected disagreement with the Company. The reports of Ernst & Young on
the financial statements of the Company for the fiscal years ended
September 30, 1992 and 1991 contained no adverse opinion or disclaimer of
opinion. The reports were modified because of an uncertainty as to the
Company's ability to continue as a going concern as a consequence of losses
incurred from continuing operations. In connection with its audits of
financial statements of the Company for the fiscal years ended September
30, 1992 and 1991, and the interim period through September 1, 1993, the
Company had no disagreement with Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure,

<PAGE>

or auditing scope or procedure, which disagreement, if not resolved to
the satisfaction of Ernst & Young, would have caused them to make
reference to the subject matter of the disagreement in connection with
their report on the financial statements for such periods.

Ernst & Young has furnished the Company with a letter addressed to the
SEC stating that they agree with the statements made by the Company with
respect to their dismissal.

On September 1, 1993, the Company engaged Moore Kirkland Scott &
Beauston as its independent accountants to audit the Company's financial
statements for the fiscal year ended September 30, 1993. The decision to
engage Moore Kirkland Scott & Beauston was approved by the Board of
Directors of the Company at a meeting held on August 24, 1993. During the
Company's fiscal years ended September 30, 1992 and 1991, the Company did
not consult with Moore Kirkland Scott & Beauston regarding any matters (a)
which were, or should have been, subject to SAS 50, or (b) concerning the
subject matter of a disagreement or reportable event with the Company's
former independent accountants (as described in Regulation S-B, Item 304
(a)(2)).

OTHER BUSINESS

The Board of Directors of the Company knows of no other matter to come
before the Annual Meeting. However, if any matter requiring a vote of the
shareholders should arise, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their best
judgment.

PROPOSALS FOR 1996 ANNUAL MEETING

Shareholder proposals intended to be presented at the 1996 Annual
Meeting of Shareholders must be received by the Company by December 31,
1995 for possible inclusion in the proxy material relating to such meeting.

ANNUAL REPORT

A copy of the Company's Annual Report on Form 10-K for the year
ended September 30, 1994, which has been filed with the Securities and
Exchange Commission, will be made available to shareholders to whom this
Proxy Statement is mailed, without charge, upon written request to Jerry F.
Wells, Jr., Chief Financial Officer, UCI Medical Affiliates, Inc., 6168 St.
Andrew Road, Columbia, South Carolina 29212.

By order of the Board of Directors,

M. F. McFarland, III, M.D.
Chairman of the Board

Columbia, South Carolina
August 10, 1995

<PAGE>

UCI MEDICAL AFFILIATES, INC.
1994 INCENTIVE STOCK OPTION PLAN
(AS AMENDED)

1. Purpose. The purposes of this 1994 Incentive Stock
Option Plan (the "Plan") are to: (1) closely associate the
interests of the employees of UCI Medical Affiliates, Inc. and
its subsidiaries (collectively, the "Company") with the
shareholders of the Company by reinforcing the relationship
between employees' rewards and shareholder gains; (2) provide
selected employees, officers and directors with an equity
ownership in the Company commensurate with Company performance,
as reflected in increased shareholder value; (3) maintain
competitive compensation levels; and (4) provide an incentive to
employees for continuous employment with the Company. The stock
options granted under the Plan are intended to qualify as
incentive stock options within the meaning of Internal Revenue
Code Section 422.

2. Amount of Stock. The total number of shares of Common
Stock to be subject to options granted on and after April 20,
1994 pursuant to the Plan shall not exceed 750,000 shares of the
Company's Common Stock, par value $0.05 per share. In the event
that options granted under this Plan shall lapse without being
exercised in whole or in part, other options may be granted
covering the shares not purchased under such lapsed options.

3. Stock Option Committee. The Board of Directors shall
from time to time appoint a Committee (the "Committee"), which
may also be the Compensation Committee of the Board of Directors,
to serve under this Plan. The Committee shall consist of two or
more directors.

4. Eligibility and participation. Options may be granted
pursuant to the Plan to any officer or employee of the Company.
From time to time the Committee shall select the officers and
employees to whom options may be granted by the Board of
Directors and shall determine the number of shares to be covered
by each option so granted. Future as well as present officers
and employees (including officers and employees who are directors
but who are not members of the Committee) shall be eligible to
participate in the Plan. Directors who are members of the
Committee or who are not officers or employees of the Company are
not eligible to participate in the Plan. No option may be
granted under the Plan after April 20, 2004.

5. Option Agreement. The terms and provisions of options
granted pursuant to the Plan shall be set forth in an agreement,
herein called Option Agreement, between the Company and the
grantee receiving the same. The Options may be in such form, not
inconsistent with the terms of this Plan, as shall be approved by
the Board of Directors and may include provisions regarding the
timing of the exercisability of the Options.

6. Price. The purchase price per share of Common Stock
purchasable under options granted pursuant to the Plan shall not
be less that 100 percent of the fair market value at the time the
options are granted. The purchase price per share of Common
Stock purchasable under options granted pursuant to this Plan to
a person who owns more than 10 percent of the voting power of the
Company's voting stock shall not be less than 110 percent of the
fair market value

UCI MEDICAL AFFILIATES, INC.
1994 Incentive Stock Option Plan
Page 1
<PAGE>

of such shares, at the time the options are granted. For the
purposes of the preceding sentence (a) the optionee shall be
considered as owning the stock owned directly or indirectly by or
for himself, the stock which the optionee may purchase under
outstanding options and the stock owned, directly or indirectly, by
or for his brothers and sisters (whether of the whole or half blood),
spouse, ancestors, and lineal descendants and (b) stock owned
directly or indirectly, by or for a corporation, partnership,
estate, or trust shall be considered as being owned proportionately
by or for its shareholders, partners, or beneficiaries. For all
purposes of this Plan, the fair market value of the Common Stock of
the Company shall be determined in good faith at the time of the
grant of any option by decision of the Stock Option Committee.
In making such determination, the Stock Option Committee shall not
take into account the effect of any restrictions on the Common
Stock other than restrictions which, by their terms, will never
lapse. The full purchase price of shares purchased shall be paid
upon exercise of the option. Under certain circumstances such
purchase price per share shall be subject to adjustment as referred
to in Section 10 of this Plan.

7. Option period. No option granted pursuant to the Plan
shall be exercisable after the expiration of ten years from the
date the option is first granted. No option granted pursuant to
the Plan to a person then owning more than 10 percent of the
voting power of the Company's voting stock shall be exercisable
after the expiration of five years from the date the option is
first granted. For the purposes of the preceding sentence (a)
the optionee shall be considered as owning the stock owned
directly or indirectly by or for himself, the stock which the
optionee may purchase under outstanding options and the stock
owned, directly or indirectly, by or for his brothers and sisters
(whether of the whole or half blood), spouse, ancestors, and
lineal descendants and (b) stock owned directly or indirectly, by
or for a corporation, partnership, estate, or trust shall be
considered as being owned proportionately by or for its
shareholders, partners, or beneficiaries. The expiration date
stated in the Option Agreement is hereafter called the Expiration
Date.

8. Termination of employment. The Option Agreement shall
provide that upon the occurrence of the optionee ceasing for any
reason to be employed by the Company (such occurrence being a
"termination of employment"), any unexercised option shall
terminate and become null and void immediately upon such
termination of employment, except in a case where the termination
of employment is by reason of retirement, disability or death.
Upon a termination of employment by reason of retirement,
disability or death, the Option Agreement shall provide that an
outstanding and unexercised option may be exercised during a time
not exceeding the following periods:

(a) the one-year period following the date of such
termination of the employee's employment in the case of a
disability (within the meaning of Section 22(e)(3) of the
Code),

(b) the one-year period following the date of an employee's
death, and

UCI MEDICAL AFFILIATES, INC.
1994 Incentive Stock Option Plan
Page 2
<PAGE>
(c) the three-month period following the date of such
termination in the case of retirement on or after attainment
of age 65, or in the case of disability other than as
described in (a) above.

In no event, however, shall any such period extend beyond the
Expiration Date.

9. Assignability. The Option Agreement shall provide that
the option granted thereby shall not be transferable or
assignable by the optionee otherwise than by will or by the laws
of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of 1986,
as amended, or Title I of the Employee Retirement Income Security
Act, or the Rules thereunder. During the lifetime of the
optionee, the option granted shall be exercisable only by the
optionee.

10. Adjustment in case of stock splits, stock dividends,
etc. The Option Agreement may contain such provisions as the
Board of Directors may approve as equitable concerning the effect
upon options granted and the option price due to (a) stock
dividends upon, or subdivisions, split-ups, combinations,
consolidations or reclassifications of, the securities
purchasable under the option, or (b) proposals to merge or
consolidate the Company or to sell all or substantially all of
its assets, or to liquidate or dissolve the Company.

11. Stock for Investment. The Option Agreement shall
provide that the optionee shall upon each exercise of a part or
all of the option granted represent and warrant that his purchase
of stock pursuant to such option is for investment only, and not
with a view to distribution involving a public offering. At any
time the Board of Directors of the Company may waive the
requirement of such a provision in any Option Agreement entered
into under this Stock Option Plan of the Company. The Option
Agreement may also provide such additional restrictions and
requirements concerning the exercise of options and issuance of
shares as the Company determines in its discretion are necessary
to meet all applicable laws, rules, and regulations, and to
obtain such approvals as may be required by any governmental
agencies, including state and Federal securities agencies and
national securities exchanges.

12. Amendment of the Plan. The Board of Directors of the
Company may from time to time alter, amend, suspend or
discontinue the Plan and make rules for its administration,
except that the Board of Directors shall not amend the Plan in
any manner which would have the effect of preventing options
issued under the Plan from being "incentive stock options" as
defined in Section 422 of the Internal Revenue Code of 1986.
However, nothing in this Plan shall be deemed to prevent the
Board of Directors from issuing non-qualified stock options to
any officer or employee.

13. Options discretionary. The granting of options under
the Plan shall be entirely discretionary with the Stock Option
Committee and nothing in the Plan shall be deemed to give any
officer or employee any right to participate in the Plan or to
receive options.

14. Limitation as to amount. No person to whom options are
granted hereunder shall receive options, first exercisable during
any single calendar year, for shares, the fair market value

UCI MEDICAL AFFILIATES, INC.
1994 Incentive Stock Option Plan
Page 3
<PAGE>
of which (determined at the time of grant of the options) exceeds
$100,000. Accordingly, no optionee shall be entitled to exercise
options in any single calendar year, for shares of Common Stock
the value of which (determined at the time of grant of the
options) exceeds $100,000.

15. Stockholder approval. The Plan will be submitted to
the stockholders of the Company for approval by the holders of a
majority of the outstanding shares of stock of the Company. If
the Plan is not approved by the holders of a majority of the
outstanding shares of stock of the Company by April 20, 1995,
then the Plan shall terminate and any options granted hereunder
shall be void and of no further force or effect.

UCI MEDICAL AFFILIATES, INC.
1994 Incentive Stock Option Plan
Page 4

<PAGE>
UCI MEDICAL AFFILIATES, INC.
INCENTIVE STOCK OPTION AGREEMENT

GRANT OF INCENTIVE STOCK OPTION

Date of Grant: _____________, 19__

THIS GRANT, dated as of the date of grant first stated above
(the "Date of Grant"), is delivered by UCI Medical Affiliates,
Inc., a Delaware corporation (the "Company"), to
________________________ (the "Grantee"), who is an officer or
employee of the Company or a subsidiary of the Company.

WHEREAS, the Board of Directors of the Company (the "Board")
has adopted, subject to shareholder approval, the UCI Medical
Affiliates, Inc. 1994 Incentive Stock Option Plan (the "Plan");
and,

WHEREAS, the Plan provides for the granting of incentive
stock options by the Board to officers and employees of the
Company and its subsidiaries to purchase shares of the Common
Stock of the Company (the "Stock"), in accordance with the terms
and provisions thereof; and

WHEREAS, the Board considers the Grantee to be a person who
is eligible for a grant of incentive stock options under the
Plan, and has determined that it would be in the best interest of
the Company to grant the incentive stock options documented
herein.

NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:

1. Grant of Option. Subject to the terms and conditions
hereinafter set forth, the Company, with the approval and at the
direction of the Board, hereby grants to the Grantee, as of the
Date of Grant, an option to purchase up to _______ shares of
Stock at a price of $_______ per share, the fair market value on
the date hereof. Such option is hereinafter referred to as the
"Option" and the shares of Stock purchasable upon exercise of the
Option are hereinafter sometimes referred to as the "Option
Shares." The Option is intended by the parties hereto to be, and
shall be treated as, an incentive stock option (as such term is
defined under section 422 of the Internal Revenue Code of 1986
(the "Code")).

2. Installment Exercise. Subject to such further limitations as
are provided herein, the Option shall become exercisable in three
(3) installments, the Grantee having the right hereunder to
purchase from the Company the following number of Option Shares
upon exercise of the Option, on and after the following dates, in
cumulative fashion:

(a) on and after the first anniversary of the Date of
Grant, up to one-third (ignoring fractional shares) of the total
number of Option Shares;

UCI MEDICAL AFFILIATES, INC. Incentive Stock Option Agreement
Grant of Incentive Stock Option
Page 1

<PAGE>
(b) on and after the second anniversary of the Date of
Grant, up to an additional one-third (ignoring fractional shares)
of the total number of Option Shares; and

3. Termination of Option.

(a) The Option and all rights hereunder with respect
thereto, to the extent such rights shall not have been exercised,
shall terminate and become null and void after the expiration of
ten (10) years from the Date of Grant (the "Expiration Date").

(b) Upon the occurrence of the Grantee's ceasing for any
reason to be employed by the Company (such occurrence being a
"termination of the Grantee's employment"), the Option, to the
extent not previously exercised, shall terminate and become null
and void immediately upon such termination of the Grantee's
employment, except in a case where the termination of the
Grantee's employment is by reason of retirement, disability or
death. Upon a termination of the Grantee's employment by reason
of retirement, disability or death, the Option may be exercised
during the following periods, but only to the extent that the
Option was outstanding and exercisable on any such date of
retirement, disability or death:

(i) the one-year period following the date of such
termination of the Grantee's employment in the case of
a disability (within the meaning of Section 22(e)(3) of
the Code),

(ii) the six-month period following the date of
issuance of letters testamentary or letters of
administration to the executor or administrator of a
deceased Grantee, in the case of the Grantee's death
during his employment by the Company, but not later
than one year after the Grantee's death, and

(iii) the three-month period following the date of such
termination in the case of retirement on or after
attainment of age 65, or in the case of disability
other than as described in (i) above.

In no event, however, shall any such period extend beyond the
Expiration Date.

(c) In the event of the death of the Grantee, the Option may
be exercised by the Grantee's legal representative(s), but only
to the extent that the Option would otherwise have been
exercisable by the Grantee.

(d) A transfer of the Grantee's employment between the
Company and any subsidiary of the Company, or between any
subsidiaries of the Company, shall not be deemed to be a
termination of the Grantee's employment.

(e) Notwithstanding any other provisions set forth herein or
in the Plan, if the Grantee shall (i) commit any act of
malfeasance or wrongdoing affecting the Company, (ii) breach any

UCI MEDICAL AFFILIATES, INC. Incentive Stock Option Agreement
Grant of Incentive Stock Option
Page 2
<PAGE>

covenant not to compete or employment contract with the Company,
or (iii) engage in conduct that would warrant the Grantee's
discharge for cause (excluding general dissatisfaction with the
performance of the Grantee's duties, but including any act of
disloyalty or any conduct clearly tending to bring discredit upon
the Company), any unexercised portion of the Option shall
immediately terminate and be void.

4. Exercise of Options.

(a) Subject to such further limitations as are provided
herein, the Option shall be exercisable at any time and from time
to time during the period commencing one (1) year from the Date
of Grant and ending ten (10) years (five (5) years for 10 percent
shareholders as described in the Plan) from the Date of Grant.
The Grantee may exercise the Option with respect to all or any
part of the number of Option Shares then exercisable hereunder by
giving the Secretary of the Company written notice of intent to
exercise. The notice of exercise shall specify the number of
Option Shares as to which the Option is to be exercised and the
date of exercise thereof, which date shall be at least five days
after the giving of such notice unless an earlier time shall have
been mutually agreed upon.

(b) Full payment (in U.S. dollars) by the Grantee of the
option price for the Option Shares purchased shall be made on or
before the exercise date specified in the notice of exercise in
cash, or, with the prior written consent of the Secretary, in
whole or in part through the surrender of previously acquired
shares of Stock at their fair market value on the exercise date.

On the exercise date specified in the Grantee's notice or as
soon thereafter as is practicable, the Company shall cause to be
delivered to the Grantee, a certificate or certificates for the
Option Shares then being purchased (out of theretofore unissued
Stock or reacquired Stock, as the Company may elect) upon full
payment for such Option Shares. The Grantee shall upon each
exercise of a part or all of the option granted represent and
warrant that his purchase of stock pursuant to such option is for
investment only, and not with a view to distribution involving a
public offering. The obligation of the Company to deliver Stock
shall, however, be subject to the condition that if at any time
the Board shall determine in its discretion that the listing,
registration or qualification of the Option or the Option Shares
upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection
with, the Option or the issuance or purchase of Stock thereunder,
the Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not
acceptable to the Board.

(c) If the Grantee fails to pay for any of the Option Shares
specified in such notice or fails to accept delivery thereof, the
Grantee's right to purchase such Option Shares may be terminated
by the Company. The date specified in the Grantee's notice as the
date of exercise shall be deemed the date of exercise of the
Option, provided that payment in full for the Option Shares to be
purchased upon such exercise shall have been received by such
date.

UCI MEDICAL AFFILIATES, INC. Incentive Stock Option Agreement
Grant of Incentive Stock Option
Page 3

<PAGE>

5. Adjustment of and Changes in Stock of the Company. In the
event of a reorganization, recapitalization, change of shares,
stock split, spin-off, stock dividend, reclassification,
subdivision, consolidation or combination of shares, merger,
consolidation, rights offering, or any other change in the
corporate structure or shares of capital stock of the Company,
the Board may make such adjustment as it deems appropriate in the
number and kind of shares of Stock subject to the Option or in
the option price; provided, however, that no such adjustment
shall give the Grantee any additional benefits under the Option.

6. No Rights of Stockholders. Neither the Grantee nor any
personal representative shall be, or shall have any of the rights
and privileges of, a stockholder of the Company with respect to
any shares of Stock purchasable or issuable upon the exercise of
the Option, in whole or in part, prior to the date of exercise of
the Option.

7. Non-Transferability of Option. During the Grantee's lifetime,
the Option hereunder shall be exercisable only by the Grantee or
any guardian or legal representative of the Grantee, and the
Option shall not be transferable except, in case of the death of
the Grantee, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986, as amended, or Title I of the
Employee Retirement Income Security Act, or the Rules thereunder,
nor shall the Option be subject to attachment, execution or other
similar process. In the event of (a) any attempt by the Grantee
to alienate, assign, pledge, hypothecate or otherwise dispose of
the Option, except as provided for herein, or (b) the levy of any
attachment, execution or similar process upon the rights or
interest hereby conferred, the Company may terminate the Option
by notice to the Grantee and it shall thereupon become null and
void.

8. Employment Not Affected. Neither the granting of the Option
nor its exercise shall be construed as granting to the Grantee
any right with respect to continuance of employment with the
Company or any of its subsidiaries. Except as may otherwise be
limited by a written agreement between the Company and the
Grantee, the right of the Company or any subsidiary of the
Company to terminate at will the Grantee's employment with it at
any time (whether by dismissal, discharge, retirement or
otherwise) is specifically reserved by the Company or any
subsidiary of the Company, as the employer, and is acknowledged
by the Grantee.

9. Amendment of Option. The Option may be amended by the Board
or the Committee at any time (i) if the Board or the Stock Option
Committee determines, in its sole discretion, that amendment is
necessary or advisable in the light of any addition to or change
in the Internal Revenue Code of 1986 or in the regulations issued
thereunder, or any federal or state securities law or other law
or regulation, which change occurs after the Date of Grant and by
its terms applies to the Option; or (ii) other than in the
circumstances described in clause (i), with the consent of the
Grantee.

10. Notice. Any notice to the Company provided for in this
instrument shall be addressed to it in care of its Secretary at
its executive offices at 6168 St. Andrews Road, Columbia, South
Carolina 29212, and any notice to the Grantee shall be addressed
to the Grantee at the current

UCI MEDICAL AFFILIATES, INC. Incentive Stock Option Agreement
Grant of Incentive Stock Option
Page 4
<PAGE>
address shown on the payroll records of the Company. Any notice
shall be deemed to be duly given if and when properly addressed
and posted by registered or certified mail, postage prepaid.

12. Incorporation of Plan by Reference. The Option is granted
pursuant to the terms of the Plan, the terms of which are
incorporated herein by reference, and the Option shall in all
respects be interpreted in accordance with the Plan. The Stock
Option Committee shall interpret and construe the Plan and this
instrument, and its interpretations and determinations shall be
conclusive and binding on the parties hereto and any other person
claiming an interest hereunder, with respect to any issue arising
hereunder or thereunder.

13. Governing Law. The validity, construction, interpretation
and effect of this instrument shall exclusively be governed by
and determined in accordance with the law of the State of South
Carolina, except to the extent preempted by federal law, which
shall to such extent govern.

IN WITNESS WHEREOF, the Company has caused its duly
authorized officers to execute and attest this Grant of Incentive
Stock Option, and the Grantee has placed his or her signature
hereon, effective as of the Date of Grant.

UCI MEDICAL AFFILIATES, INC.

By:

Its:

ACCEPTED AND AGREED TO:

By:

Grantee

UCI MEDICAL AFFILIATES, INC. Incentive Stock Option Agreement
Grant of Incentive Stock Option
Page 5

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APPENDIX

UCI MEDICAL AFFILIATES, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1995 ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON WEDNESDAY, SEPTEMBER 13, 1995, AT THE ADAM'S
MARK HOTEL, 1200 HAMPTON STREET, COLUMBIA, SOUTH CAROLINA AT 10:00 A.M.
LOCAL TIME.

The undersigned hereby appoints Jerry F. Wells, Jr. and Stephen S.
Seeling, or any of them acting in the absence of the other, as attorneys
and proxies of the undersigned, with full power of substitution, to vote
all of the shares of the common stock of UCI Medical Affiliates, Inc., a
South Carolina corporation, held or owned by the undersigned or standing in
the name of the undersigned at the 1995 Annual Meeting of Shareholders of
the Company and at any adjournment thereof, and the undersigned hereby
instructs said attorneys to vote as follows:

1. Election of Directors:
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote as to all nominees
contrary below)

[ ] [ ]

(This is considered a vote for
all nominees)

NOTE: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list
below:

Term Expiring in 1997:

1. Charles M. Potok

Term Expiring in 1998:

2. Charles P. Cannon
3. Russell J. Froneberger

2. Approval of the Amendment to the UCI Medical Affiliates, Inc. 1994
Incentive Stock Option Plan.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. The ratification of the appointment of Price Waterhouse LLP as
independent auditors for the Company for the fiscal year ending
September 30, 1995.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

4. In their discretion, upon any other business which may properly
come before the meeting or any adjournment thereof.

DATE: ____________________, 1995 ______________________________

(Signature)

NUMBER OF SHARES

(Please sign exactly as show on envelope addressed to
you. If securities are jointly owned, each should sign.)

THE PROXIES WILL BE VOTED AS INSTRUCTED. IN THE ABSENCE OF SUCH
INSTRUCTIONS, THIS PROXY WILL BE VOTED "FOR" MATTERS (1), (2), AND (3)
ABOVE, AND THE PROXIES HEREIN NAMED WILL VOTE ON OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF IN ACCORDANCE
WITH THEIR JUDGMENT.