EXHIBIT 10.18

                   EMPLOYMENT AGREEMENT DATED JANUARY 23, 1997
             BETWEEN UCI MEDICAL AFFILIATES OF SOUTH CAROLINA, INC.
                                AND JON G. KEITH


<PAGE>


                              EMPLOYMENT AGREEMENT


         THIS  EMPLOYMENT  AGREEMENT is made this 23rd day of January,  1997, by
and between UCI Medical  Affiliates of South  Carolina,  Inc., a South  Carolina
corporation (UCI), and Jon G. Keith ("Employee").

     WHEREAS, UCI is a wholly-owned subsidiary of UCI Medical Affiliates,  Inc.,
a Delaware Corporation ("Parent");

         WHEREAS,  Doctor's Care, P.A., a South Carolina corporation  ("Doctor's
Care"), is an affiliate of UCI and shall benefit from this Agreement; and

         WHEREAS,  UCI desires to employ  Employee  and  Employee  desires to be
employed by UCI, in accordance  with the terms and  conditions  hereinafter  set
forth:

         NOW,  THEREFORE,  in  consideration  of the mutual  promises herein set
forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound, agree
as follows:

         1.  Employment.  UCI hereby  agrees to employ  Employee  to perform the
duties  described in Section 3 below subject to and in accordance with the terms
and conditions hereof, and Employee hereby accepts such employment.


         2.  Term.  Employee's  employment  shall  commence  on the  27th day of
January, 1997, and shall continue for a period of three (3) years unless earlier
terminated in accordance with the provisions of Section 8 of this Agreement.

         3.       Duties of Employee.

                  A. In accepting  employment by UCI,  Employee shall  undertake
and assume the  responsibility of performing for and on behalf of UCI the duties
of the Chief Operating Officer of UCI in Columbia,  South Carolina.  Except with
his written  consent,  Employee  shall not be assigned to any other  position or
required  to spend a  significant  amount of time  assigned  to any  location(s)
outside of Richland or Lexington Counties, South Carolina.

                  B.  During  the term of this  Agreement,  Employee  shall be a
full-time employee of UCI, and shall devote his full working time and efforts to
his duties hereunder.  Employee shall perform all of his duties hereunder to the
best of his ability and shall not, directly or indirectly, engage or participate
in any activities in conflict with the best interests of UCI.  Without  limiting
the generality of the  foregoing,  Employee shall not engage in any activity for
compensation  or pecuniary gain other than his employment  hereunder and passive
investing  for the  account of himself  or  members of his  household.  "Passive
investing"  shall include,  but not be limited to the owning and leasing of real
properties  and the  ownership  of  securities,  partnership  interests or other
investments  which  do not  require  active  participation  by  Employee  during
Employee's normal work day.

         4.  Compensation.  As  compensation  for the services to be rendered by
Employee for UCI under this  Agreement,  Employee shall be compensated by UCI on
the following basis:

                  A.  Base  Salary;  Signing  Bonus.  During  the  term  of this
Agreement  Employee  shall  receive  from UCI an annual  salary  of One  Hundred
Fifteen  Thousand  Dollars  ($115,000),  payable in pay periods as determined by
UCI,  but in no event less  frequently  than  monthly  (the "Base  Salary").  In
addition,  Employee  shall be  entitled  to  receive  a  "signing"  bonus of Six
Thousand Dollars ($6,000),  payable within 15 days after the commencement of his
employment.

                  B. Dues. During the term of this Agreement,  UCI shall pay the
initiation or initial membership fee and all dues of Employee as a member of one
private  dining/social  club, so long as the aggregate  annualized cost for such
fees and dues does not  exceed Two  Hundred  Dollars  ($200) per month,  for the
purpose of  entertainment of UCI's clients in connection with the performance of
the duties of Employee.

                  C. Vacation.  During the term of this Agreement Employee shall
be entitled to a total of 10 business days of paid vacation during the first two
years of this  Agreement and 15 business days during the third year and, if this
Agreement is extended by mutual agreement, thereafter. Such vacation days are to
be taken at such time or times as Employee may  reasonably  request,  subject to
UCI's  convenience and prior approval,  which approval shall not be unreasonably
withheld.  Vacation  time may  cumulate  from year to year up to a maximum of 60
days.

                  D. Automobiles.  During the term of this Agreement,  UCI shall
provide to Employee  the use of one  automobile,  at least  comparable  to a new
Toyota Avalon, with all gasoline,  taxes, insurance,  maintenance and repairs to
be paid by UCI.

                  E.  Reimbursement  For  Expenses.  During  the  term  of  this
Agreement,  UCI shall reimburse Employee for all reasonable expenses incurred by
Employee  for the  benefit of UCI in the  performance  of his duties  hereunder;
provided,  however,  reimbursement for aggregate  expenses each calendar year in
excess of $7,500 shall require the prior written approval of the CEO of UCI.

                  F. Other Benefits. During the term of this Agreement, Employee
shall  receive  from UCI such other  benefits  (e.g.,  family  health  insurance
coverage,   life  insurance  coverage,   participation  in  pension  plans,  and
participation in stock option plans of Parent,  etc.) reasonably  comparable to,
and no worse than, those benefits,  if any,  generally  provided to other senior
executives of UCI. Additionally, UCI will furnish to Employee, at UCI's expense,
a term  life  insurance  policy  that at the time of his  death  will pay to his
spouse  or other  designated  beneficiary(s)  a  benefit  of at least  two times
Employee's Base Salary. The health insurance coverage shall begin immediately as
of the effective date of Employee's  employment,  but if the insurer  requires a
waiting period prior to coverage, UCI shall reimburse Employee for the amount of
premiums  payable  by him for  family  coverage  under  the  plan  of his  prior
employer, promptly upon presentation to UCI of the premium notice(s).

                  G.  Incentive  Bonus.  During  the  term  of  this  Agreement,
annually on or about the end of UCI's fiscal year, Employee shall be eligible to
receive from UCI an incentive bonus up to 20% of his Base Salary,  provided that
he has met or exceeded the performance  criteria set forth in Exhibit "A", to be
attached  hereto.  It is acknowledged  that, upon the signing of this Agreement,
the  final  terms of  Exhibit  "A" have not been  negotiated;  however,  UCI and
Employee  agree to  negotiate  in good faith to reach  mutual  agreement  on the
performance criteria to be incorporated into Exhibit "A", within forty-five (45)
days of the date of Employee's  commencement of employment.  Exhibit "A" will be
signed by UCI and Employee and may be amended by mutual  written  agreement from
time to time.

                  H. Stock  Options.  UCI hereby  agrees to grant to Employee an
option to purchase 60,000 shares of common stock of Parent (the "Option Shares")
pursuant  to the terms of the 1994  Incentive  Stock  Option  Plan (the  "Plan")
attached  hereto as Exhibit "B". With respect to the plan and the Option Shares,
UCI represents and warrants to Employee as follows:

                           (i)  The   Plan  was  duly   approved   by   Parent's
         shareholders and is in full force and effect, and the Option Shares are
         available for issuance thereunder to Employee, as an employee of UCI;

                           (ii)  Parent  has  taken  any  actions  necessary  or
         appropriate to reserve the Option Shares for issuance to Employee,  and
         the  Directors of Parent and the Stock Option  Committee  have approved
         the  execution by M. F.  McFarland,  III,  M.D.,  as CEO of UCI, of the
         Incentive Stock Option Agreement attached hereto as Exhibit "C".


<PAGE>



                           (iii)  The  Plan  and the  Option  Shares  have  been
         registered  for public sale pursuant to an S-8  Registration  Statement
         No. 333-02943 dated May 29, 1996; and

     (iv) UCI  acknowledges  that the grant of the Incentive Stock Options was a
material factor in Employee's decision to accept employment with UCI.

         5. Confidentiality and Secrecy.  Employee acknowledges that in and as a
result of his employment hereunder, he will be making use of, acquiring,  and/or
adding to  confidential  information  of a special  and unique  nature and value
relating  to UCI,  Parent,  and  Doctor's  Care's  business,  including  without
limitation technological know-how,  copyrights,  proprietary information,  trade
secrets,   systems,   procedures,   manuals,   confidential  reports,   records,
operational  expertise,  lists of customers and projects, the nature and type of
services  rendered by UCI,  Parent and Doctor's  Care, the equipment and methods
used and preferred by UCI customers, and the fees paid by them (all of which are
deemed for all purposes confidential and proprietary).  As a material inducement
to UCI to enter into this Agreement and to pay Employee the compensation  stated
in Section 4 herein,  Employee  covenants and agrees that during the term of his
employment  hereunder,  and for five (5) years after the termination thereof, he
shall not, directly or indirectly,  make use of, or disclose to any person,  any
confidential information of UCI, Parent, and/or Doctor's Care.

         6. Covenants Against Competition. In view of the unique value to UCI of
the services of Employee for which UCI has contracted hereunder,  because of the
confidential  information  to  be  obtained  by or  disclosed  to  Employee,  as
hereinabove set forth, and because of the employment of Employee  hereunder will
result  in  Employee's  development  of a unique  relationship  with  customers,
suppliers  and  employees,  as a material  inducement  to UCI to enter into this
Agreement  and to pay to Employee the  compensation  stated in Section 4 hereof,
Employee covenants and agrees as follows:

                  A.  During the  employment  of Employee  hereunder,  and for a
period of two (2) years  after the  termination  of the  employment  of Employee
hereunder for any reason,  Employee shall not directly or indirectly  solicit or
divert  employment of any employee of UCI, Parent,  or Doctor Care's business or
employ any person  employed by UCI,  Parent and/or Doctor's Care during the term
of Employee employment by UCI.

                  B.  During the  employment  of Employee  hereunder,  and for a
period of two (2) years  after the  termination  of Employee  hereunder  for any
reason,  Employee shall not directly or indirectly solicit,  divert, or convert,
or assist another person or entity to solicit,  divert or convert, the customers
of UCI, Parent, and/or Doctor's Care to any other company or entity.

                  C.  During the  employment  of Employee  hereunder,  and for a
period of one (1) year after the  termination of Employee's  employment with UCI
for any reason  other than UCI's  termination  of  Employee  "without  cause" as
defined in Section 8 hereof,  Employee  shall not  within  the  geographic  area
specified  below  engage in any  business or perform any  services,  directly or
indirectly, in competition with the business of UCI, Parent and/or Doctor's Care
or have any interest, whether as a proprietor,  partner,  employee,  stockholder
(directly or beneficially),  principal, agent, consultant, director, officer, or
in any  other  capacity  or  manner  whatsoever,  in any  consultant,  director,
officer,  or in any other capacity or manner whatsoever,  in any enterprise that
shall so engage;  except that Employee  shall be permitted to own for investment
purposes  only,  directly or  beneficially,  up to (but not more than) 2% in the
aggregate of the stock of a competing  corporation which is publicly traded on a
national  stock  exchange  or the  NASDAQ  National  Market  System,  so long as
Employee is not a controlling  person of, or a member of a group that  controls,
such  corporation and Employee is not otherwise  affiliated in any capacity with
such  corporation.  The restrictions of this Section 6(c) shall apply everywhere
within a five (5) mile radius of (1) any primary or urgent care  facility  owned
or operated by UCI,  Parent,  or Doctor's  Care,  and (iii) each other  location
where UCI, Parent, or Doctor's Care maintains an office which is in existence as
of the date of such termination.


<PAGE>



         7.       Reasonableness, Enforceability and Remedies.

                  A. Employee has carefully  read and  considered the provisions
of Sections 5, 6, and 7, and, having done so, agrees that the  restrictions  set
forth in these  Sections,  including,  but not  limited  to, the time  period of
restriction  and  geographic  limitations  set forth in  Section 6, are fair and
reasonable  and are  reasonably  required for the  protection of the interest of
UCI,  Parent  and  Doctor's  Care  and  their  respective  officers,  directors,
shareholders and employees.

                  B. In the event that,  notwithstanding  the foregoing,  any of
the  provisions of Sections 5, 6, or 7 hereof or any parts thereof shall be held
to be invalid or unenforceable,  the remaining provisions or parts thereof shall
nevertheless  continue  to be valid and  enforceable  as though  the  invalid or
unenforceable portions or parts had not been included therein. In the event that
any  provision  of Sections 5 or 6 hereof  relating  to the time  period  and/or
geographic  restrictions  and/or related aspects shall be declared by a court of
competent  jurisdiction to exceed the maximum  restrictiveness  such court deems
reasonable  and  enforceable,  the time period  and/or  geographic  restrictions
and/or  related  aspects deemed  reasonable  and  enforceable by the court shall
become  and  thereafter  be the  maximum  restriction  in such  regard,  and the
restriction shall remain  enforceable to the fullest extent deemed reasonable by
such court.

                  C. Employee acknowledges that the services he is to render are
of a special and  unusual  character  with a unique  value to UCI,  Parent,  and
Doctor's Care, the loss of which cannot  adequately be compensated by damages in
an action at law. In the event of a breach or  threatened  breach by Employee of
any  provision of Sections 5 or 6 hereof,  UCI,  Parent,  and Doctor's  Care, in
addition to and not in  limitation  of, any other rights,  remedies,  or damages
available to UCI,  Parent,  and  Doctor's  Care under this  Agreement,  shall be
entitled to a  permanent  injunction  in order to prevent or  restrain  any such
breach by Employee and/or any person or entity directly or indirectly acting for
or with Employee.

                  D. Employee  covenants and agrees that if he shall violate any
of his covenants or agreements under Sections 5 or 6 hereof,  UCI,  Parent,  and
Doctor's  Care shall be entitled  to: (1) an  accounting  and  repayment  of all
profits,  compensation,   commissions,  remuneration,  or  other  benefits  that
Employee  directly or indirectly  has realized  and/or is likely to realize as a
result  of,  growing  out of, or in  connection  with any such  violation;  (ii)
recover actual damages  incurred by UCI, Parent and Doctor's Care as a result of
any such  violation;  (iii) any  injunctive  relief  to which  UCI,  Parent  and
Doctor's  Care  are or may  be  entitled  at law  or in  equity  or  under  this
Agreement;  and (iv)  exercise  its  other  rights  respecting  a breach of this
Agreement as set forth herein.

                  E. The  obligations  of Employee under Sections 5 and 6 hereof
shall  survive  any  termination  of  employment  hereunder,   except  that  the
provisions of Section 6(c) shall not apply in the event of a termination  by UCI
of Employee's employment without cause pursuant to Section 8(B) below.

         8.       Termination.

                  A.  For  Cause by UCI.  Notwithstanding  any  other  provision
hereof,  UCI may  terminate  the  employment  of Employee  under this  Agreement
immediately  at any time for  "cause",  upon  written  notice to  Employee.  For
purposes  hereof,  the term "cause" shall be defined as the commission of any of
the  following by Employee:  embezzlement;  theft;  fraudulent  breach of trust;
indictment  of a felony or a  misdemeanor  involving  moral  turpitude;  drug or
alcohol addiction;  repeated  incompetence in the performance of material duties
on behalf of UCI; gross  negligence or willful  misconduct  detrimental to UCI's
business; violation of the terms and provisions of this Agreement; or willful or
recurring refusal to comply with reasonable,  good faith  instructions of UCI or
Parent. All compensation  (including without limitation the Base Salary, and all
perquisites and fringe  benefits) to which Employee would otherwise be entitled,
shall  be  discontinued   and  forfeited  as  of  the  effective  date  of  such
termination.


<PAGE>



                  B. Without  Cause by UCI.  UCI may  terminate  this  Agreement
"without  cause" at  anytime  upon  sixty  (60)  days  prior  written  notice to
Employee.  In the event of such termination,  Employee shall be paid: a lump sum
severance  payment equal to two times  Employee's  Base Salary for the remaining
term of this Agreement. All other compensation (including without limitation any
perquisites  and fringe  benefits,  if any) to which Employee would otherwise be
entitled  (for periods after the effective  date of such  termination)  shall be
discontinued and forfeited as of the effective date of such termination.

                  C. Termination By Employee. Employee may with or without cause
terminate  this Agreement upon 90 days prior written notice to UCI. In the event
of such termination,  all compensation  (including  without  limitation the Base
Salary and any perquisites and fringe benefits,  if any) to which Employee would
otherwise be entitled (for periods after the effective date of the  termination)
shall  be  discontinued   and  forfeited  as  of  the  effective  date  of  such
termination.

                  D.  Disability.  In the event of the  disability  (as  defined
below) of  Employee  during  the term of his  employment  with  UCI,  Employee's
employment under this Agreement shall terminate. For purposes of this Agreement,
"disability"  shall mean the  inability  of  Employee,  due to sickness or other
incapacity, to perform his duties under this Agreement for a period in excess of
one hundred eighty (180) substantially  consecutive days. Such termination shall
become  effective  upon the  expiration  of such one  hundred  eighty  (180) day
period.  Upon  termination  of  employment  under  this  Agreement  due  to  the
disability of Employee,  then Employee  shall be entitled to payment of his Base
Salary and other benefits up to the date of termination.

                  E. Death.  In the event  Employee dies during the term of this
Agreement,  this  Agreement  shall  terminate and UCI shall pay to the estate of
Employee  all Base Salary  accrued  but unpaid  through the date of the death of
Employee,  together with any incentive  bonus amounts which have accrued but are
unpaid at the time of his death.

         9. Burden and Benefit.  This Agreement shall be binding upon, and shall
inure to the benefit of UCI,  Parent,  Doctor's  Care,  and Employee,  and their
respective heirs, personal and legal representatives, successors, and assigns.

         10. Assignment. This Agreement and any rights hereunder are personal to
Employee and shall not be assigned or otherwise transferred by Employee.

         11. Governing Law/Jurisdiction.  The construction and interpretation of
this Agreement shall at all times and in all respects be governed by the laws of
the  State of  South  Carolina.  Employee  and UCI  hereby  (1)  agree  that any
litigation,  action or proceeding  arising out of or relating to this  Agreement
may be instituted in a state or federal court in Columbia,  South Carolina, (ii)
waive  any  objection  which  they  might  have  now or  hereafter  to any  such
litigation,  action or  proceeding  based upon  improper  venue or  inconvenient
forum,  and (iii)  irrevocably  submit to the jurisdiction of such courts in any
such  litigation,  action or  proceeding.  For all  purposes of this  Agreement,
Employee and UCI hereby  further agree that service of process upon either party
may be effected pursuant to United States mail.

         12.  Usage.  The  section  and  paragraph  headings  contained  in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.  Terms such as "hereof',  "hereof',
"herein"  and words of  similar  import  shall  refer to this  Agreement  in its
entirety and all references shall refer to specified portions of this Agreement,
unless the context clearly requires otherwise.

         13.  Severability.  The  provisions of this  Agreement  shall be deemed
severable,  and the  invalidity  or  unenforceability  of any one or more of the
provisions of this Agreement shall not affect validity and enforceability of any
other provision.


<PAGE>



         14. Notice. Any notice,  request,  approval,  consent,  demand or other
communication  hereunder  shall be effective if in writing and upon the first to
occur of the  following  (1) upon  receipt  by the  party to whom  such  notice,
request, approval,  consent, demand or other communications being given; or (ii)
three (3) business days after being duly deposited in the U. S. Mail, Certified,
Return Receipt Requested, and addressed as follows:

  To Employee:                Jon G. Keith
                              320 Post Oak Way
                              Columbia, SC  29212

  To UCI:                     UCI Medical Affiliates of South Carolina, Inc.
                              1901 Main Street, Suite 1200
                              Mail Code 1105
                              Columbia, SC 29201
                              Attention: M. F. McFarland, III, MD

The parties  hereto may change their  respective  addresses by notice in writing
given to the other parties within this Agreement.

         15. Entire Agreement.  This Agreement contains the entire agreement and
understanding  by and between UCI and Employee with respect to the employment of
Employee  and  no  representations,  promises,  agreements,  or  understandings,
written or oral not contained herein shall be of any force or effect.  No change
or  modification  of this  Agreement  shall be valid or binding  unless it is in
writing  and  signed  by the  party  against  whom the  waiver  is  sought to be
enforced.  No valid waiver of any provision of this  Agreement at any time shall
be deemed a waiver of any other  provision of this  Agreement at such time or at
any other time.

         16. Litigation  Expenses.  If either party should institute  litigation
against  the other  party to  enforce  its  rights  under  this  Agreement,  the
prevailing  party in such action  shall be  entitled  to recover its  litigation
costs and expenses, including without limitation, reasonable attorneys fees.

         IN WITNESS WHEREOF,  UCI and Employee have duly executed this Agreement
under seal to be effective as of the day and year first above written.

IN THE PRESENCE OF:

                                     UCI MEDICAL AFFILIATES OF
                                     SOUTH CAROLINA, INC.
/s/ Elaine H. Fowler
/s/ Patricia J. Hammond              By:  /s/ M.F. McFarland, III, M.D.   (SEAL)
                                          M. F. McFarland, III, M.D.
                                          Chief Executive Officer

/s/ Elaine H. Fowler
/s/ Pat Paschal                     /s/ Jon G. Keith  (SEAL)
                                    Jon G. Keith


<PAGE>


                                    EXHIBIT A

                          UCI Medical Affiliates, Inc.

                      Executive Bonus Plan for Jon G. Keith
                              Bonus Potential - 20%

<TABLE>
<S>                            <C>                                                            <C> 

                                                                                               Percentage of Bonus
                                                                                                       Earned
                                                                                                ---------------------

1.  Site Development           Develop feasibility plan for new facilities and begin                    10%
                               implementation within six months of commencement of employment

2.  Diagnostic Services        Develop plan and proforma for diagnostic facility concept                 5%
                               within twelve months and be prepared to implement within
                               eighteen months of commencement of employment

3.  Clinic Organization        Develop a standardization plan for all clinic sites that                 25%
                               attempts to bring consistency to the organization and
                               operation of each site within nine months of commencement of
                               employment

4.  Business Planning          Develop and begin implementation of comprehensive business               20%
                               plan that includes all 29 facilities within twelve months of
                               commencement of employment

5.  Budget                     Attain budgeted net income for the UCI (less extraordinary               25%
                               items not within Employee's control), annually

6.  Specialty Integration      Develop, plan and initiate dialog with local physicians and              15%
                               hospitals that may lead to acquisitions, mergers or
                               cooperative ventures
</TABLE>



<PAGE>


                                    EXHIBIT B


                          UCI MEDICAL AFFILIATES, INC.
                        INCENTIVE STOCK OPTION AGREEMENT

                         GRANT OF INCENTIVE STOCK OPTION

                         Date of Grant: January 27, 1997


         THIS GRANT, dated as of the date of grant first stated above (the "Date
of Grant"), is delivered to UCI Medical Affiliates, Inc., a Delaware corporation
(the "Company"), to Jon G. Keith,(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 60,000
shares of Stock at a price of $2.75 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;

         (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,

         (c) on and  after  the  third  anniversary  of the Date of  Grant,  the
remaining Option Shares.


<PAGE>



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,  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
         Grantees  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  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 of 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.

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
usable 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 1901 Main
Street,  Suite 1200, Mail Code 1105,  Columbia,  South Carolina  29201,  and any
notice to the Grantee  shall be addressed to the Grantee at the current  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.

11.  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.

12. 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: /s/ Jerry F. Wells, Jr.

                                Its:EVP of Finance and Chief Financial Officer



                                ACCEPTED AND AGREED TO:


                                By:      /s/ Jon G. Keith
                                        Jon G. Keith, Grantee