UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   Form 10-QSB

(Mark One)

( X )    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF   1934

For the quarterly period ended: March 31, 1998

(  )     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from:     to

Commission file number:    0-13265

                          UCI MEDICAL AFFILIATES, INC,
        (Exact name of small business issuer as specified in its charter)

  Delaware                                            59-2225346  
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
          or organization)

        1901 Main Street, 12th Floor, Mail Code 1105, Columbia,  SC 29201
                    (Address of principal executive offices)

                                 (803) 252-3661
                           (Issuer's telephone number)


(Former name, address or fiscal year, if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. ( X )Yes ( )
No


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. ( )Yes ( ) No


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date:

       6,084,600 shares of $.05 common stock outstanding at March 31, 1998
Transitional Small Business Disclosure Format (check one): ( )Yes ( X ) No

<PAGE>


                          UCI MEDICAL AFFILIATES, INC.

                                      INDEX

<TABLE>
<S>                                                                                            <C>Page
                                                                                                 Number

PART I            FINANCIAL INFORMATION

                  Item 1   Financial Statements

                           Consolidated Balance Sheets - March 31, 1998
                           and September 30, 1997                                                  3

                           Consolidated Statements of Operations for the quarters and
                           the six months ending March 31, 1998 and March 31, 1997                 4

                           Consolidated Statements of Cash Flows for the six months
                           ending March 31, 1998 and March 31, 1997                                5

                           Notes to Consolidated Financial Statements                              6

                  Item 2   Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                                 7 - 9


PART II           OTHER INFORMATION

                  Items 1-6                                                                       11


SIGNATURES                                                                                        12
</TABLE>

<PAGE>







                                          UCI MEDICAL AFFILIATES, INC.
                                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<S>                                                               <C>                     <C> 
                                                                     March 31, 1998        September 30, 1997
                                                                   --------------------    ----------------------
                                                                         (unaudited)             (audited)
Assets
Current assets
   Cash and cash equivalents                                       $       0                $         14,676
                                                                   
   Accounts receivable, less allowance for doubtful accounts         
       of $768,073 and $878,469                                     6,789,279                      5,943,884
                                                                   
   Inventory                                                          544,396                        502,888
                                                                   
   Deferred taxes                                                     334,945                        334,945
                                                                   
   Prepaid expenses and other current assets                          902,526                        579,217
                                                                   
                                                                   ----------                     ----------
Total current assets                                                8,571,146                      7,375,610

Property and equipment, less accumulated depreciation of
   $3,219,434 and $2,724,222                                        4,468,271                      4,002,699
                                                                  
Deferred taxes                                                      1,417,237                      1,417,237
                                                                   
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $1,981,781 and $1,664,739            8,513,467                      7,801,607
                                                                   
Other assets                                                          263,999                        266,379
                                                                   
                                                                   ----------                      ---------
Total Assets                                                      $23,234,120                  $  20,863,532
                                                                   ==========                    ===========

Liabilities and Stockholders' Equity
Current liabilities
   Current portion of long-term debt                              $   908,374                  $     840,879
   Current portion of long-term debt payable to employees             220,508                        177,445
   Accounts payable                                                 2,817,692                      2,039,506
   Accrued salaries and payroll taxes                               1,017,226                        959,068
                                                                   
   Other accrued liabilities                                          447,786                        437,667
                                                                   ----------                    -----------
Total current liabilities                                           5,411,586                      4,454,565
                                                                   
Long-term debt, net of current portion                              7,882,309                      6,438,655
Long-term debt payable to employees, net of current portion           598,676                        481,815
                                                                   ----------                     ----------
Total Liabilities                                                  13,892,571                     11,375,035
                                                                   ----------                     ----------

Commitments and contingencies                                               0                              0
Preferred stock, par value $.01 per share:
      Authorized shares - 10,000,000; none issued                           0                              0
   Common stock, par value $.05 per share:
      Authorized shares - 10,000,000
      Issued and outstanding- 6,084,600 and 5,744,965
         shares                                                       304,230                        287,248
                                                                   
   Paid-in capital                                                 16,322,924                     15,435,535
   Accumulated deficit                                             (7,285,605)                    (6,234,286)
                                                                   
                                                                   ----------                      ---------
Total Stockholders' Equity                                          9,341,549                      9,488,497
                                                                   
                                                                   ----------                      ---------

Total Liabilities and Stockholders' Equity                        $23,234,120                  $  20,863,532
                                                                   ==========                     ==========
</TABLE>

                  The   accompanying   notes  are  an  integral  part  of  these
consolidated financial statements.


<PAGE>



                          UCI MEDICAL AFFILIATES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<S>                                                <C>                 <C>                 <C>                  <C>
                                                       Three Months Ended March 31,              Six Months Ended March 31,
                                                    ------------------------------------    --------------------------------------
                                                         1998                1997                1998                  1997
                                                    ---------------     ----------------    ----------------      ----------------

Revenues                                            $8,614,687          $6,714,653          $ 16,692,563          $13,202,561
Operating costs                                      8,069,557           6,145,402            16,312,823           12,275,634
                                                    ---------------     ----------------    ----------------      ----------------
Operating margin                                       545,130             569,251               379,740              926,927

General and administrative expenses                     20,654              52,194                46,088               89,903
                                                                                            
Depreciation and amortization                          421,846             296,842               828,014              586,317
                                                    ---------------     ----------------    ----------------      ----------------
Income (loss) from operations                          102,630             220,215              (494,362)             250,707

Other income (expense)
   Interest expense, net of interest income           (276,609)           (189,766)             (555,960)            (356,560)
   Gain (loss) on disposal of equipment                      0              (5,219                  (439)              (5,219)
                                                    ---------------     ----------------    ----------------      ----------------
Other income (expense)                                (276,609)           (194,985)             (556,399)            (361,779)

Income (loss) before benefit (provision )for
   income taxes                                       (173,979)             25,230            (1,050,761)            (111,072)
Benefit (provision )for income taxes                         0             166,383                  (558)             332,765
                                                    ---------------     ----------------    ----------------      ----------------

Net income (loss)                                   $ (173,979)         $  191,613          $ (1,051,319)          $  221,693
                                                    ===============     ================    ================      ================
                                                    

Basic earnings (loss) per share                     $     (.03)         $      .04          $       (.17)          $      .05
                                                                                       
                                                    ===============     ================    ================      ================

Basic weighted average common shares
   outstanding                                       6,063,335           4,807,803             6,052,540            4,807,805
                                                    ===============     ================    ================      ================
Diluted earnings (loss) per share                   $     (.03)         $      .04         $        (.17)          $      .05
                                                                                       
                                                    ===============     ================    ================      ================
Diluted weighted average common shares
  outstanding                                        6,078,635           4,819,474             6,069,465            4,819,481
                                                    ===============     ================    ================      ================
</TABLE>

                  The   accompanying   notes  are  an  integral  part  of  these
consolidated financial statements.




<PAGE>


                                     UCI MEDICAL AFFILIATES, INC.
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (unaudited)
<TABLE>
<S>                                                            <C>                    <C>  
                                                                      Six Months Ended March 31,
                                                                ----------------------------------------
                                                                      1998                  1997
                                                                ------------------    ------------------
Operating activities:
Net income (loss)                                                  $  (1,051,319)        $      221,693
Adjustments to reconcile net income (loss) to net
   cash provided by  (used-in) operating activities:
      (Gain) loss on disposal of equipment                                   439                  5,219
                                                                              
      Provision for losses on accounts receivable                        502,966                266,080
      Depreciation and amortization                                      828,013                586,317
      Deferred taxes                                                           0               (350,000)
                                                                                
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                         (1,059,231)            (1,261,039)
   (Increase) decrease in inventories                                    (41,508)                   238
   (Increase) decrease in prepaid expenses and other
      current assets                                                    (323,309)              (143,982)
   Increase (decrease) in accounts payable and accrued
      expenses                                                           840,420               (153,836)
                                                              ------------------      ------------------

Cash provided by (used in) operating activities                         (303,529)              (829,310)
                                                                ------------------    ------------------

Investing activities:
Purchases of property and equipment                                     (544,653)             (275,875)
Acquisitions of goodwill                                                (182,991)              (26,551)
(Increase) decrease in other assets                                        2,380                 2,715
                                                               ------------------    ------------------

Cash provided by (used in) investing activities                         (725,264)             (299,711)
                                                                ------------------    ------------------

Financing activities:
Net borrowings (payments) under line-of-credit agreement                  94,156             1,935,396
Increase in long-term debt                                             1,575,893               280,000
Payments on long-term debt                                              (655,932)           (1,155,669)
                                                                ------------------    ------------------

Cash provided by (used in) financing activities                        1,014,117             1,059,727
                                                                ------------------    ------------------

Increase (decrease) in cash and cash equivalents                         (14,676)              (69,294)
Cash and cash equivalents at beginning of period                          14,676               237,684
                                                                ------------------    ------------------
                                                                
Cash and cash equivalents at end of period                       $             0       $       168,390
                                                                ==================    ==================
</TABLE>

                  The   accompanying   notes  are  an  integral  part  of  these
consolidated financial statements.

<PAGE>


                          UCI MEDICAL AFFILIATES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)



BASIS OF PRESENTATION:

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X of the Securities and Exchange Commission.  Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all  adjustments  (consisting  only of those of a normal  recurring
nature)  considered  necessary  for a  fair  presentation  have  been  included.
Operating  results for the six month or three month periods ended March 31, 1998
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  September 30, 1998.  For further  information,  refer to the
audited consolidated  financial statements and footnotes thereto included in the
Company's annual report on Form 10-KSB for the year ended September 30, 1997.

     The consolidated  financial  statements of the Company include the accounts
of UCI  Medical  Affiliates,  Inc.  ("UCI"),  UCI  Medical  Affiliates  of South
Carolina,  Inc.  ("UCI-SC") and Doctor's Care, P.A. (the "P.A.").  The financial
statements of the P.A. are  consolidated  with UCI because UCI-SC has unilateral
control over the assets and operations of the P.A., and notwithstanding the lack
of majority  ownership of the P.A. by UCI and UCI-SC,  consolidation of the P.A.
with UCI and UCI-SC is necessary to present  fairly the  financial  position and
results of operations of UCI and UCI-SC. The management agreement between UCI-SC
and the P.A. conveys to UCI-SC perpetual, unilateral control over the assets and
operations of the P.A. Control is perpetual rather than temporary because of (i)
the  length of the term of the  agreement,  (ii) the  continuing  investment  of
capital by UCI-SC, (iii) the employment of all of the non-physician personnel by
UCI-SC and (iv) the nature of the services provided to the P.A. by UCI-SC.

In November 1997 the Emerging Issue Task Force (EITF)  finalized EITF 97-2 which
provides  guidance on consolidation of physician  practices and enhances related
disclosures  of  physician  practice  management  companies.  This  EITF 97-2 is
effective for fiscal years ending after December 15, 1998. The Company is in the
process of evaluating any potential effect on its financial reporting format.

Procedurally,  the management  agreement  calls for the P.A. to provide  medical
services and charge a fee to the patient or to the patient's  insurance  carrier
or employer for such services. Physician salaries are paid out of these revenues
and all  remaining  revenues  are passed to UCI-SC as a management  fee.  UCI-SC
provides  all  support  personnel  (nurses,  technicians,   receptionists),  all
administrative  functions  (billing,   collecting,   vendor  payment),  and  all
facilities,  supplies and equipment.  The  consolidated  accounts of the Company
include all revenue and all expenses (including physician salaries) of all three
entities.

     The net assets of the P.A. are not material  for any period  presented  and
intercompany accounts and transactions have been eliminated.


EARNINGS PER SHARE

The computation of basic earnings  (loss) per share and diluted  earnings (loss)
per  share is in  conformity  with the  provisions  of  Statement  of  Financial
Accounting Standards No. 128.



<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

                                     ITEM 2



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

The following  discussion and analysis  provides  information  which the Company
believes  is  relevant  to an  assessment  and  understanding  of the  Company's
consolidated  results of operations  and financial  condition.  This  discussion
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto.

The  consolidated  financial  statements of the Company  include the accounts of
UCI, UCI-SC and the P.A. The financial  statements of the P.A. are  consolidated
with UCI because UCI-SC has unilateral control over the assets and operations of
the P.A., and  notwithstanding the lack of majority ownership of the P.A. by UCI
and  UCI-SC,  consolidation  of the P.A.  with UCI and  UCI-SC is  necessary  to
present  fairly the  financial  position  and results of  operations  of UCI and
UCI-SC.  The management  agreement between UCI-SC and the P.A. conveys to UCI-SC
perpetual, unilateral control over the assets and operations of the P.A. Control
is perpetual rather than temporary  because of (i) the length of the term of the
agreement,  (ii) the  continuing  investment  of capital  by  UCI-SC,  (iii) the
employment of all of the  non-physician  personnel by UCI-SC and (iv) the nature
of the services provided to the P.A. by UCI-SC.

In November 1997 the Emerging Issue Task Force (EITF)  finalized EITF 97-2 which
provides  guidance on consolidation of physician  practices and enhances related
disclosures  of  physician  practice  management  companies.  This  EITF 97-2 is
effective for fiscal years ending after  December 15 1998. The Company is in the
process of evaluating any potential effect on its financial reporting format.

Procedurally,  the management  agreement  calls for the P.A. to provide  medical
services and charge a fee to the patient or to the patient's  insurance  carrier
or employer for such services. Physician salaries are paid out of these revenues
and all  remaining  revenues  are passed to UCI-SC as a management  fee.  UCI-SC
provides  all  support  personnel  (nurses,  technicians,   receptionists),  all
administrative  functions  (billing,   collecting,   vendor  payment),  and  all
facilities,  supplies and equipment.  The  consolidated  accounts of the Company
include all revenue and all expenses (including physician salaries) of all three
entities.

The P.A.  enters into  employment  agreements  with physicians for terms ranging
from one to ten years.  All  employment  agreements  have clauses that allow for
early termination of the agreement if certain events occur such as the loss of a
medical license.  Over 80% of the physicians employed by the P.A. are paid on an
hourly basis for time  scheduled  and worked at the medical  centers.  The other
physicians  are salaried.  A few of the physicians  have incentive  compensation
arrangements,  however,  no amounts  were  accrued or paid during the  Company's
three prior  fiscal  years that were  significant.  As of December  31, 1997 and
1996, the P.A. employed 98 and 71 medical providers, respectively.

     The net assets of the P.A. are not material  for any period  presented  and
intercompany accounts and transactions have been eliminated.

Results of Operations
     For the Three  Months  Ended March 31, 1998 as Compared to the Three Months
Ended March 31, 1997

     Revenues of  $8,615,000  for the quarter  ending  March 31, 1998 reflect an
increase of 28% from those of the quarter ending March 31, 1997.

This  increase in revenue is  attributable  to a number of factors.  The Company
engaged in a significant  expansion,  increasing  the number of medical  centers
from 30 to 40. This expansion included Springwood Lake Family Practice, Woodhill
Family Practice and Midtown Family Practice, all of Columbia, South Carolina and
all acquired in August 1977;  Doctor's Care - Camden acquired in September 1997;
three  Progressive  Therapy  Services  offices  all located in  Columbia,  South
Carolina and all acquired in October 1997; Doctor's Care - New Ellenton acquired
in November 1997; a Physical Therapy practice in Columbia, South Carolina opened
in November 1997; and Ridgeview  Family  Practice of Columbia,  South  Carolina,
opened in December  1997. Of the  $1,900,000  in revenue  growth from the second
quarter of fiscal  1997 to the  second  quarter  of fiscal  1998,  approximately
$1,283,000 was from the ten locations opened after March 31, 1997.

The Company has increased its services provided to members of Health Maintenance
Organizations (HMOs). In such arrangements,  the Company, through Doctor's Care,
P.A., acts as the designated  primary  caregiver for members of the HMO who have
selected  Doctor's  Care as their  primary  care  provider.  The  Company  began
participating   in  an  HMO   operated  by  Companion   HealthCare   Corporation
("Companion"),  a wholly  owned  subsidiary  of Blue Cross Blue  Shield of South
Carolina. The Company now acts as primary care provider for four HMOs, including
Companion  and is the primary care  "gatekeeper"  for  approximately  23,000 HMO
lives. While HMOs do not, at this time, have a significant  penetration into the
South  Carolina  market,  the Company  believes that HMOs and other managed care
plans will  experience  a  substantial  increase in market share in the next few
years,  and the Company is therefore  positioning  itself for that  possibility.
Capitated  revenue  grew from  approximately  $708,000 in the second  quarter of
fiscal 1997 to approximately $852,000 in the second quarter of fiscal 1998.

The Company negotiates  contracts with HMOs for the P.A.'s physicians to provide
health care on a capitated  reimbursement  basis.  Under these contracts,  which
typically  are  automatically  renewed on an annual basis,  the P.A.  physicians
provide  virtually all covered primary care services and receive a fixed monthly
capitation payment from the HMOs for each member who chooses a P.A. physician as
his or her primary care physician. The capitation amount is fixed depending upon
the  age  and  sex of the  HMO  enrollee.  Contracts  with  HMOs  accounted  for
approximately  11% of the Company's net revenue in the second  quarter of fiscal
1998.

To the extent that enrollees  require more care than is  anticipated,  aggregate
capitation  payments may be insufficient to cover the costs  associated with the
treatment of  enrollees.  Higher  capitation  rates are  typically  received for
senior  patients   because  their  medical  needs  are  generally   greater  and
consequently the cost of covered care is higher.

Increased  revenues also reflect the Company's  heightened focus on occupational
medicine and industrial health services. Focused marketing materials,  including
quarterly  newsletters for employers,  were developed to spotlight the Company's
services for industry. Additionally, the Company has an agreement with Companion
Property and Casualty Insurance Company, wherein the Company acts as the primary
care provider for injured  workers of firms insured through  Companion  Property
and Casualty  Insurance  Company.  Companion  Property  and  Casualty  Insurance
Company is wholly  owned by Blue Cross Blue  Shield of South  Carolina  and is a
primary shareholder of the Company.

     Patient  encounters  increased  to 119,000 in the second  quarter of fiscal
1998 from 95,000 in the second quarter of fiscal 1997.

Even with the positive  effects of the factors  mentioned  above,  revenues were
short of goals for the quarter,  due in part to the increased  competition  from
hospitals and other providers in Columbia,  Greenville, Sumter and Myrtle Beach.
In each of these areas,  regional  hospitals have acquired or opened new primary
care physician practices that compete directly with the Company for patients. In
each  case,  the  hospital  owners  of  our  competition  is  believed  to  have
significantly greater resources than the Company.  Management believes that such
competition  will  continue  into the  future and plans to compete on a basis of
quality service and accessibility.

An operating  margin of $545,000 was earned during the second  quarter of fiscal
1998 as compared to an  operating  margin of  $569,000  realized  for the second
quarter of fiscal 1997.  Management  believes that this margin  deterioration is
mainly the result of some start-up costs being absorbed for the locations  added
since  December 1996.  Additionally,  patient visits did not meet budget for the
first quarter of fiscal 1998,  possibly due to the competition factors discussed
above.  Management  does not  currently  believe  that  this  negative  trend is
indicative of the results that may be expected for the fiscal year 1998.

This  margin  deterioration  is  also  attributable  to  increased  cost-cutting
pressures being applied by managed care insurance  payors that cover many of the
Company's  patients.  As managed care plans attempt to cut costs, they typically
increase the administrative burden of providers such as the Company by requiring
referral  approvals and by requesting hard copies of medical records before they
will pay  claims.  The number of  patients  at the  Company's  Centers  that are
covered by a managed care plan versus a traditional  indemnity plan continues to
grow. Management expects this trend to continue.

Depreciation  and  amortization  expense  increased  to  $422,000  in the second
quarter of fiscal 1998, up from  $297,000 in the second  quarter of fiscal 1997.
This increase  reflects higher  depreciation  expense as a result of significant
leasehold  improvements  and  equipment  upgrades  at a number of the  Company's
medical centers,  as well as an increase in amortization  expense related to the
intangible assets acquired from the Company's purchases of existing practices as
noted above.  Interest expense  increased from $190,000 in the second quarter of
fiscal  1997 to $277,000 in the second  quarter of fiscal  1998  primarily  as a
result of the interest costs  associated with the  indebtedness  incurred in the
Company's purchase of these assets and centers.

     For the Six Months Ended March 31, 1998 as Compared to the Six Months Ended
March 31, 1997

Revenues  of  $16,693,000  reflect an  increase  of 26% from the same  period in
fiscal 1997 and is attributable to the expansion, marketing and line of business
factors  discussed above.  Patient  encounters  increased to 234,000 for the six
months  ended  March 31, 1998 from  191,000  for the six months  ended March 31,
1997.

Financial Condition at March 31, 1998

Cash and cash equivalents decreased by $15,000 during the six months ended March
31,  1998 and were  utilized  mainly for working  capital  needs and to fund the
expansion previously discussed.

Accounts receivable increased 14% during the period,  reflecting the addition of
the new centers and the overall growth in patient visits to existing centers.

The increase in goodwill  attributable  to the purchases of the eight  practices
noted above was somewhat offset by the amortization recorded.

The $778,000  increase in accounts payable over the past six months is partially
due to the growth in the number of medical centers but is also reflective of the
tight cash position of the Company due to recent  operating  losses.  Management
believes  that it will be able to service these  payables out of cash  generated
through operations.

Long-term debt increased from  $6,920,000 at September 30, 1997 to $8,481,000 at
March 31, 1998 primarily as a result of indebtedness  incurred in capital leases
for Center  upfits,  and in the  utilization  of an operating line of credit and
debt incurred as a result of practice acquisitions.  Management believes that it
will be able to fund debt service  requirements  out of cash  generated  through
operations.

Additionally,  on October 6, 1997, the Company  completed a private placement of
$1.5 million, 6.5% five-year convertible subordinated debenture with FPA Medical
Management, Inc., a national physician practice management company headquartered
in San Diego, California.  The debentures are convertible to common stock at any
time within the five year period at a fixed price  premium to the current  stock
price and are subject to Rule 144 of the Securities and Exchange Commission when
converted.

Overall,  the Company's current assets exceeded its current liabilities at March
31, 1998 by $3,160,000.

Liquidity and Capital Resources

The Company requires  capital  principally to fund growth (acquire new centers),
for working capital needs and for the retirement of indebtedness.  The Company's
capital  requirements  and  working  capital  needs have been  funded  through a
combination  of external  financing  (including  bank debt and proceeds from the
sale of common stock to Companion HealthCare  Corporation and Companion Property
and Casualty Insurance Company),  internally generated funds and credit extended
by suppliers.

Operating activities used $304,000 of cash during the six months ended March 31,
1998.  This  reflects  growth in the  Company's  accounts  receivable as well as
prepaid expenses offset by an increase in accounts payable and accrued expenses.
The  growth in  accounts  receivable  is the  result of growth in the  number of
Centers, patient visits and charges per patient visit.

Investing  activities  used  $725,000  of cash  during the period as a result of
expansion  efforts.  Continued  growth is  anticipated  during the  remainder of
fiscal 1998.

Subsequent Events

Effective  May 1,  1998,  UCI  acquired  the  assets  of  MainStreet  Healthcare
Corporation of Atlanta,  Georgia for a combination of cash,  debt, UCI stock and
debt  assumption.  MainStreet,  with  annualized  revenues of  approximately  $7
million and with  approximately  100  employees,  owns and operates nine primary
care medical  offices in the Atlanta,  Georgia area and two primary care medical
offices in Knoxville, Tennessee.





This Form 10-Q contains  forward-looking  statements  subject to the safe harbor
created by the Private  Securities  Litigation  Reform Act of 1995.  The Company
cautions  readers of this press  release  that such  forward-looking  statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results,  performance or achievements of the Company to be materially
different from those  expressed or implied by such  forward-looking  statements.
Although the Company's  management  believes that their  expectations  of future
performance  are based on  reasonable  assumptions  within  the  bounds of their
knowledge of their  business  and  operations,  there can be no  assurance  that
actual results will not differ materially from their expectations. Factors which
could cause  actual  results to differ from  expectations  include,  among other
things, the difficulty in controlling the Company's cost of providing healthcare
and  administering  its network of Centers;  the possible  negative effects from
changes in reimbursement and capitation  payment levels and payment practices by
insurance  companies,  healthcare  plans,  government  payors and other  payment
sources;  the difficulty of attracting  primary care physicians;  the increasing
competition  for  patients  among  healthcare  providers;   possible  government
regulations  in  multiple   jurisdictions   negatively  impacting  the  existing
organizational  structure  of the  Company;  the  possible  negative  effects of
prospective   healthcare   reform;  the  challenges  and  uncertainties  in  the
implementation  of  the  Company's  expansion  and  development  strategy;   the
dependence on key personnel,  and other factors described in other reports filed
by the Company with the Securities and Exchange Commission.


<PAGE>



                                     PART II

                                OTHER INFORMATION



Item 1            Legal Proceedings

                  The  Company is not a party to any  pending  litigation  other
                  than  routine  litigation  incidental  to the business or that
                  which is immaterial in amount of damages sought.

Item 2            Changes in Securities

                  Recent Sales of Unregistered Securities

                  During the three months ended March 31, 1998,  the  securities
                  identified   below  were   issued  by  the   Company   without
                  registration  under the  Securities Act of 1933. In each case,
                  all of the shares were issued  pursuant to the exemption  from
                  registration  contained in Section 4(2) of the  Securities Act
                  of  1933  as  a   transaction,   not   involving   a   general
                  solicitation,  in  which  the  purchaser  was  purchasing  for
                  investment. The Company believes that each purchaser was given
                  or had access to detailed financial and other information with
                  respect  to the  Company  and  possessed  requisite  financial
                  sophistication.

     On March 1, 1998,  the Company  issued 32,433 shares of its common stock to
Allan M.  Weldon,  M.D. as part of the  purchase  price in  connection  with the
Company's acquisition of substantially all the assets of the medical practice of
Dr. Weldon.

Item 3            Defaults upon Senior Securities

                  This item is not applicable.

Item 4            Submission of Matters to a Vote of Security Holders

                  This item is not applicable.

Item 5            Other Information

                  This item is not applicable.

Item 6            Exhibits and Reports on Form 8-K

                  (a) Exhibits.  The exhibits  included on the attached  Exhibit
Index are filed as part of this report.

                  (b) Reports on Form 8-K.

                  The  Company  filed a Form  8-K on  February  17,  1998  which
                  reported the execution of an Acquisition Agreement and Plan of
                  Reorganization   of  MainStreet   Healthcare   Corporation  of
                  Atlanta. Financial statements of the same entity and pro forma
                  financial information regarding the combined entity were filed
                  in a Form 8-K/A on April 20, 1998.

                  The Company filed a Form 8-K on March 11, 1998 which  reported
                  the  acquisition  by  UCI-SC  of  Allan  M.  Weldon,  M.D.  of
                  Columbia, South Carolina. Financial statements of the acquired
                  entity  and pro  forma  financial  information  regarding  the
                  combined entity were filed in a Form 8-K/A on May 11, 1998.
<PAGE>

                                                         SIGNATURE



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


UCI Medical Affiliates, Inc.
         (Registrant)



/s/ M.F. McFarland, III, M.D.             /s/ Jerry F. Wells, Jr., CPA
Marion F. McFarland, III, M.D.            Jerry F. Wells, Jr., CPA
President, Chief Executive Officer,       Executive Vice President of Finance,
and Chairman of the Board                 Chief Financial Officer, and
                                          Principal Accounting Officer




Date:  May 14, 1998


<PAGE>


                          UCI MEDICAL AFFILIATES, INC.
                                  EXHIBIT INDEX


<TABLE>
<S>                 <C>                                                       <C> 
EXHIBIT NUMBER
                                         DESCRIPTION                                      PAGE NUMBER
----------------    -------------------------------------------------------   -------------------------------------

     10.19          Administrative  Services  Agreement  dated  April  24,                     14
                    1998 by and between Doctor's Care of Georgia,  P.C., a
                    Georgia  professional   corporation  and  UCI  Medical
                    Affiliates   of  Georgia,   Inc.,  a  South   Carolina
                    corporation.

     10.20          Administrative  Services  Agreement  dated  April  24,                     26
                    1998 by and between Doctor's Care of Tennessee,  P.C.,
                    a Tennessee  professional  corporation and UCI Medical
                    Affiliates   of  Georgia,   Inc.,  a  South   Carolina
                    corporation.

      27            Financial Data Schedule                                   Filed separately as Article Type 5
                                                                              via Edgar

     99.1           News Release dated May 14, 1998, announcing the                            38
                    acquisition of Atlanta based MainStreet Healthcare
                    Corporation, the acquisition of the Columbia, SC,
                    practice of Allan M. Weldon, M.D., and the second
                    quarter fiscal year 1998 results

</TABLE>

<PAGE>


























                                  Exhibit 10.19

                        Administrative Services Agreement
                              dated April 24, 1998
                                 by and between
                       Doctor's Care of Georgia, P.C. and
                     UCI Medical Affiliates of Georgia, Inc.


<PAGE>


                                  Exhibit 10.19

                        ADMINISTRATIVE SERVICES AGREEMENT

         This  Administrative  Services Agreement  ("Agreement") is entered into
and  effective as of April 24, 1998,  by and between  Doctor's  Care of Georgia,
P.C., a Georgia professional  corporation  (hereinafter referred to as "Doctor's
Care"), and UCI Medical Affiliates of Georgia, Inc, a South Carolina corporation
(hereinafter referred to as "Medical Management").

                                                      RECITALS

         WHEREAS,  Doctor's Care is a medical  practice  that  provides  medical
services  to  patients.  Doctor's  Care's  services  are  performed  by employed
physicians,  by physician  employees of independent  physician  practices  under
contract  with  Doctor's  Care  and  pursuant  to  contracts  with   independent
physicians,  as well as by nurse  practitioners  and other  physician  extenders
(collectively referred to as "Doctor's Care Personnel");

         WHEREAS,  Doctor's  Care  does not own or  possess  facilities  for the
provision  of  its  services  nor  does  it own or  possess  medical  equipment,
furnishings or supplies that are required for the delivery of medical services;

         WHEREAS, except for the Doctor's Care Personnel, Doctor's Care does not
employ,  and is not desirous of employing,  other personnel who may be necessary
to the proper operation of a medical practice,  including  nurses,  technicians,
administrative and management staff;

         WHEREAS,   Medical   Management   is  in  the   business  of  providing
comprehensive management services to medical practices,  including the provision
of  office  space  and  equipment,  the  hiring of  non-medical  personnel,  the
recruitment  of medical  personnel,  the  provision  of billing  and  collection
services, and the coordination of relationships between primary care physicians,
specialist physicians and hospitals under managed care and other arrangements;

         WHEREAS, Medical Management has special expertise and experience in the
operation,  management  and  marketing  of the  non-medical  aspects  of medical
clinics of the type  operated or  intended  to be  operated  by  Doctor's  Care.
Medical  Management  has been and will continue to be primarily  involved in the
non-medical development and management of medical facilities. Medical Management
has developed and will continue to develop the  non-medical  aspects of a number
of  facilities  where high quality  health care has been and will be provided at
low cost because of efficiencies of scale and management expertise; and

         WHEREAS,  the  parties  desire  that  Medical  Management  provide  the
above-described services to Doctor's Care, according to the terms and conditions
set forth below.

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

         1.       Definitions.

                  1.1 "Ancillary Services" means services other than medical and
nursing  services,  including  but not limited to radiology,  health  education,
pharmacy,  pathology and laboratory,  and therapy services  provided to Doctor's
Care patients.

                  1.2  "Quality  Assurance  Program"  (Program)  is the  ongoing
monitoring  of  the  quality  of  medical  services   through   qualitative  and
quantitative analyses and the recommendation of quality improvements.

                  1.3  "Utilization  Review"  means the review of  medical  care
provided  to  patients  for  necessity  and  appropriateness   conducted  either
concurrently  with the provision of the services or  retrospectively  after they
have been rendered,  and which review may result in advice to a physician that a
reviewed   service  is  not  necessary  or   appropriate  or  not  eligible  for
reimbursement under a Payor Agreement.

                  1.4  "Patient"  means  a  person  who  receives  medical  care
services from Doctor's Care.

                  1.5  "Payor"  means an  employer,  insurance  carrier,  health
service plan, trust,  nonprofit hospital service plan,  governmental unit or any
other entity which is  obligated to provide or reimburse  health care  providers
for providing health care services to a Patient.

                  1.6 "Payor  Agreement" means an agreement  between a Payor and
Doctor's  Care (or its  authorized  representative)  under which  Doctor's  Care
renders health care services to Patients.

         2. Term of Agreement. Commencing on the effective date set forth above,
this  Agreement  shall  continue in effect for a period of forty (40) years.  It
shall  automatically  renew for an additional  ten (10) year term unless Medical
Management  shall  provide  Doctor's  Care at least one hundred and twenty (120)
days'  advance  written  notice of its  intention to let the  Agreement  expire.
Thereafter,  it shall renew for  successive  ten (10) year terms  unless  either
party  shall  provide  the other at least one  hundred  and twenty  (120)  days'
advance  written notice of its intention to let the Agreement  expire at the end
of any such term prior to the end of such term.

         3.       Obligations of Medical Management.

                  3.1 Facilities.  Medical  Management shall provide to Doctor's
Care,  for  Doctor's  Care's use,  suitable  facilities  in which it can provide
health care services. Medical Management shall own, enter into a lease, sublease
or other  occupancy  agreement  for each such facility if required by the owner.
The facilities which are subject to this Agreement shall be designated from time
to time  exclusively  by Medical  Management.  Each such  facility and hereafter
acquired or leased  facility so designated by Medical  Management is hereinafter
referred to as an "Office" and all such  facilities  and  hereafter  acquired or
leased facility so designated by Medical Management are hereinafter  referred to
as the "Offices."

                  3.2      Furniture. Fixtures and Equipment

                           3.2.1  During  the  term  of this  Agreement  and all
         renewals  and  extensions  hereof,  Medical  Management  shall  provide
         Doctor's Care at each Office at which Doctor's Care performs its health
         care services,  the medical  equipment,  office  equipment,  furniture,
         fixtures, furnishings and leasehold improvements.

                           3.2.2  The use by  Doctor's  Care of such  furniture,
         fixtures,  furnishings, and equipment shall be subject to the following
         conditions:

                                    3.2.2.1   Title  to  all   such   furniture,
                  fixtures,  furnishings,  and equipment shall remain in Medical
                  Management and upon  termination of this  Agreement,  Doctor's
                  Care  shall   immediately   return  and   surrender  all  such
                  furniture,  fixtures,  furnishings,  and  equipment to Medical
                  Management in as good condition as when received,  normal wear
                  and tear excepted.  Doctor's Care expressly  agrees to execute
                  any appropriate  UCC-1  Financing  Statement and UCC-1 Fixture
                  Filings,  and  any  amendments  thereto,  if so  requested  in
                  writing by Medical Management.

                                    3.2.2.2  Medical  Management  shall be fully
                  and entirely  responsible  for all repairs and  maintenance of
                  all such  furniture,  fixtures,  furnishings,  and  equipment,
                  provided,  however, that Doctor's Care agrees that it will use
                  its best  efforts  to  prevent  damage,  excessive  wear,  and
                  breakdown of all such furniture,  fixtures,  furnishings,  and
                  equipment,  and shall advise Medical Management of any and all
                  needed repairs and equipment failures.

                  3.3  Development,   Management  and  Administrative  Services.
During the term of this  Agreement,  and all  renewals  and  extensions  hereof,
Doctor's Care hereby  engages  Medical  Management  to serve as Doctor's  Care's
exclusive   manager  and   administrator   of  all  non-medical   functions  and
non-physician  services  relating to the  operation of the Offices;  and Medical
Management   agrees  to  furnish  to  Doctor's  Care  all  of  the   non-medical
development, management and administrative services as may be needed by Doctor's
Care  in  connection  with  the  operation  of  the  Offices.  Such  non-medical
development, management and administrative services shall include the following:

                           3.3.1  Bookkeeping and Accounts.  Medical  Management
         shall provide all  bookkeeping  and  accounting  services  necessary or
         appropriate  to support the  Offices,  including,  without  limitation,
         maintenance,  custody and supervision of all business records,  papers,
         documents,   ledgers,   journals  and  reports,  and  the  preparation,
         distribution   and   recordation   of  all  bills  and  statements  for
         professional  services rendered by Doctor's Care, including the billing
         and completion of reports and forms required by insurance  companies or
         governmental  agencies,  or other  third-party  payors  (such  records,
         papers, documents, ledgers, journals and reports shall not be deemed to
         include patient records and other records,  reports and documents which
         relate to patient treatment by Doctor's Care's  physicians);  provided,
         however,  it is understood that all such business  records,  papers and
         documents  are the  sole  property  of  Doctor's  Care,  and  shall  be
         available for  inspection  by Doctor's Care at all times,  and shall be
         delivered to Doctor's Care upon termination of this Agreement. Doctor's
         Care shall provide Medical  Management with a complete copy of all such
         documents,   records,  and  papers  at  Doctor's  Care's  expense  upon
         termination of this Agreement.

                           3.3.2  General   Administrative   Services.   Medical
         Management  shall provide  Doctor's Care with overall  supervision  and
         management,  including the maintenance and repair, of the Offices,  and
         all   furniture,   fixtures,   furnishings,   equipment  and  leasehold
         improvements located in or at the Offices.

                           3.3.3  Contract  Administration.  Medical  Management
         shall  provide  Doctor's  Care with  administrative  services to enable
         Doctor's Care to perform on a timely basis all  non-medical  aspects of
         all Payor  Agreements.  Such services shall include the preparation and
         analysis  of  reports  to enable  Doctor's  Care to  provide  physician
         staffing and supervision at the Offices for the rendering of efficient,
         high quality medical care to patients.

                           3.4.  Non-Physician  Personnel.   Medical  Management
         shall provide such support  personnel and nursing personnel to Doctor's
         Care as may be reasonably  necessary to enable Doctor's Care to perform
         medical services at the Offices subject to the following:

                                    3.4.1 Medical  Management  shall provide all
                  support  personnel  necessary  for Doctor's  Care's  practice,
                  including,  but not  limited to, all  non-physician  technical
                  personnel,   nurses,   receptionists,   secretaries,   clerks,
                  purchasing and marketing personnel, janitorial and maintenance
                  personnel,  and non-physician  supervisory personnel as may be
                  deemed  reasonably  necessary  by Medical  Management  for the
                  proper and efficient operation of the Office.  Notwithstanding
                  the foregoing, if any billing rules (such as Medicare/Medicaid
                  "incident to" rules) require  Doctor's Care to be the employer
                  of certain  non-physician medical personnel in order for their
                  services to be  reimbursed,  then  Doctor's  Care shall be the
                  employer of such non-physician medical personnel (who shall be
                  deemed to be a portion of the "Doctor's Care Personnel"); and

                                    3.4.2    Medical    Management    shall   be
                                    responsible  for  hiring and firing all such
                                    support   personnel,   and  shall  determine
                                    compensation   for   all   such   personnel,
                                    including determination of salaries,  fringe
                                    benefits,  bonuses,  health  and  disability
                                    insurance,  workers' compensation insurance,
                                    and  any  other   benefits  that  each  such
                                    employee shall receive; and

                                    3.4.3  Medical  Management  shall manage and
                  supervise  all such  licensed  support  personnel  employed on
                  behalf of  Doctor's  Care  including,  but not  limited to all
                  nurses,   x-ray   technicians   and  laboratory   technicians,
                  regarding  those  aspects  of  their  employment  that  do not
                  involve  performance  under  the  scope  of  their  licensure;
                  provided,   however,  that  Doctor's  Care  shall  manage  and
                  supervise all  activities of such licensed  support  personnel
                  performed under the scope of their licensure;


<PAGE>



                  3.5 Supplies.  Medical  Management shall acquire and supply to
Doctor's  Care all medical  and  non-medical  supplies  of every  kind,  name or
nature,  which may reasonably be required by Doctor's Care for the operations of
the Offices.

                  3.6 Security and Maintenance. Medical Management shall provide
Doctor's Care with all services and personnel necessary to provide Doctor's Care
with  proper  security,  maintenance,  and  cleanliness  of the  Offices and the
furniture,  fixtures,  equipment,  and leasehold  improvements  located thereat.
Additionally,  Medical  Management  shall  furnish  to or  obtain  for group all
laundry,  linens,  uniforms,  printing,  stationery,  forms,  telephone service,
postage,  duplication services, and any and all other supplies and services of a
similar nature which are necessary in connection  with the day-to-day  operation
of the Offices.

                  3.7  Physician  Recruiting  and Training.  Medical  Management
shall assist Doctor's Care in recruiting,  screening and evaluating  prospective
physician  employees and physician  contractors  for Doctor's  Care, and Medical
Management shall assist Doctor's Care in training  Doctor's Care's physicians in
the  delivery of medical  services at the  Offices in a manner  consistent  with
Medical Management's established standards,  practices,  procedures and policies
as may from time to time be in effect.

                  3.8  Insurance.  Medical  Management  shall use all reasonable
efforts to obtain and maintain in full force and effect  during the term of this
Agreement, and all extensions and renewals thereof, commercial general liability
and property  insurance which Medical  Management  deems  appropriate to protect
against  loss  in  the  nature  of  fire,  other  catastrophe,  theft,  business
interruption,   public  liability,  and  non-medical  negligence,  with  minimum
coverage limits of $1,000,000 per occurrence.  Medical  Management shall use all
reasonable efforts to obtain medical malpractice insurance for Doctor's Care and
its physician  employees in an amount not less than $1,000,000 per incident with
a  $3,000,000  annual  limit per  physician  either on an  "occurrence"  or on a
"claims made" basis in its judgment.  If obtained on a "claims made" basis, such
insurance  arrangements  shall  include  provision  for the  purchase  of  "tail
coverage" if such coverage is available at reasonable rates.  Medical Management
may arrange for such malpractice  insurance or portion thereof,  including "tail
coverage" to be underwritten or funded by an entity which is wholly or partially
owned by Medical Management.

                  3.9 Billing and Collection.  In order to relieve Doctor's Care
of the administrative  burden of handling the billing and collection of sums due
under prepaid health plans, fees for medical, x-ray, laboratory and all services
provided  by or on  behalf of  Doctor's  Care and for  which  Doctor's  Care may
charge,  Medical Management shall be responsible,  on behalf of and for Doctor's
Care and any  contract  physicians  or  independent  physician  groups  or other
organizations  practicing  medicine for or on behalf of Doctor's  Care, on their
respective billheads as their agent, for billing and collecting the charges made
with respect to all medical,  x-ray,  laboratory and all other services provided
at the  Offices.  Doctor's  Care agrees that it will keep and provide to Medical
Management  all  documents,  opinions,  diagnoses,  recommendations,  and  other
evidence and records  necessary for the purpose of  supporting  the fees charged
for all medical and other services from time to time. It is expressly understood
that the extent to which  Medical  Management  will  endeavor  to  collect  such
charges,  the methods of  collecting,  the settling of disputes  with respect to
charges,  and  the  writing  off  of  charges  that  may  be  or  appear  to  be
uncollectible  shall at all  times be  within  the sole  discretion  of  Medical
Management (but subject to all applicable governmental regulations and the terms
and conditions of applicable provider  agreements),  and that Medical Management
does not  guarantee  the extent to which any charges  billed will be  collected.
Doctor's  Care  or its  duly  authorized  agent  shall  have  the  right  at all
reasonable  times and upon the giving of reasonable  notice to examine,  inspect
and copy the records of Medical  Management  pertaining  to such fees,  charges,
billings and collections.  At Doctor's Care's request,  Medical  Management will
re-assign to Doctor's Care for  collection by Doctor's  Care, any accounts which
Medical Management has determined to be uncollectible.

                  3.10 Bank Accounts and Disbursements.  During the term of this
Agreement,  Medical  Management  is hereby  expressly  authorized  to, and shall
disburse from one or more bank accounts of Doctor's Care sums for the payment of
the Cost of Medical Services as that term is defined in Section 7 below, Medical
Management's  compensation and all other costs, expenses and disbursements which
are required or authorized by this Agreement.  For  administrative  convenience,
Medical Management shall maintain said bank accounts.

                  3.11 Market Research.  Medical Management shall conduct market
research with respect to rates, charges, competitive conditions, competition and
business  opportunities  for  Medical  Management  and  Doctor's  Care.  Medical
Management  shall compile such  information  and provide  marketing  reports and
analyses to Doctor's  Care.  All such  marketing  services shall be conducted in
accordance  with the laws,  rules,  regulations and guidelines of all applicable
governmental and quasi-governmental  agencies including, but not limited to, the
Medical Board of Georgia.

                  3.12 Contract Negotiations. Medical Management shall negotiate
on Doctor's  Care's  behalf,  contracts  with prepaid  health  plans,  preferred
provider organizations,  other group plans,  independent physician associations,
hospitals and other health care  providers for Doctor's  Care's  services at the
Offices,  for admission of Doctor's Care's patients for  hospitalization and for
the  provision of health care  services for  Doctor's  Care's  patients by other
physicians  with  specialties  not available at Doctor's  Care.  Upon request by
Medical Management, Doctor's Care hereby agrees to take any action convenient or
necessary for Doctor's Care to approve and enter into any such contracts.

                  3.13 Management and Planning Reports. Medical Management shall
supply Doctor's Care on a regular,  periodic basis, such internal reports as may
be necessary or  appropriate  for the parties to assist each other in evaluating
the non-medical  aspects of the performance and productivity of their respective
employees  and   contractors  as  well  as  in  evaluating  the  efficiency  and
effectiveness  of  the  rendition  of  their  respective  management  and  other
non-professional  services.  Medical Management shall provide Doctor's Care with
data and reports for Doctor's Care's exclusive use in conducting Doctor's Care's
medical  practice,  evaluating the performance of Doctor's Care's physicians and
for other  purposes  related to maintaining a high level of patient care quality
and improving the efficiency of Doctor's Care's  physicians.  Medical Management
shall meet  periodically  with Doctor's  Care's  utilization  review  designees,
medical  directors of Offices,  Doctor's Care's peer review committees and other
representatives  of  Doctor's  Care to review the data and  reports  provided by
Medical Management, to consult with each other with regard to the interpretation
of such data and reports,  to evaluate the  application of such data and reports
to the  operation  of the Offices  and to detect and discuss  trends in Doctor's
Care's medical practice at the Offices.

                  3.14 Utilization  Review.  Medical  Management shall establish
and  administer  a program of  Utilization  Review of medical  care  rendered by
Doctor's Care that is  consistent  with the terms of the Payor  Agreements,  and
Doctor's  Care agrees that it and its  physicians  shall adhere to the advice of
such  program  to  the  extent  that  it  is  consistent  with  the  physician's
professional judgment.

                  3.15 Quality  Assurance.  It is understood  that Doctor's Care
has an established  Quality  Assurance Program to assure a standard of care that
is  consistent  with the laws of the state  and  federal  governments,  with the
applicable  contractual  obligations  of Doctor's  Care, and with the prevailing
standards  of  medical  practice  and  medical  care in the  community.  Medical
Management shall assist in the implementation of this Quality Assurance Program.

                  3.16  Arrangements  with Other  Providers.  The parties hereto
acknowledge and agree that Medical  Management may enter into  arrangements with
health care providers other than Doctor's Care,  including specialty  physicians
and hospitals, for the provision of services to patients.

                  3.17 Doctor's Care Operations.  Medical  Management shall have
exclusive  authority over all decision-making for ongoing Doctor's Care major or
central operations except for the dispensing of medical services. This authority
includes,  but is not  limited  to, the scope of  services,  patient  acceptance
policies and  procedures,  pricing of  services,  negotiation  and  execution of
contracts,  issuance of debt,  and  establishment  and approval of operating and
capital budgets.

                  3.18   Compensation  and  Selection  of  Physicians.   Medical
Management  shall  have  exclusive  decision-making  authority  over  the  total
compensation of Doctor's Care's  Personnel.  Medical  Management  shall have the
authority to establish and implement  guidelines for the  selection,  hiring and
firing of Doctor's  Care's  Personnel;  without  limiting the  generality of the
foregoing,  Doctor's  Care shall not employ or contract  with any Doctor's  Care
Personnel without the prior consent of Medical Management.

                  3.19 Notice of Certain Corporate  Actions.  During the term of
this Agreement and any extension or renewal thereof,  (i) if Doctor's Care shall
desire to amend its  bylaws or its  Articles  of  Incorporation;  or (ii) if any
capital  reorganization  of the Doctor's Care,  reclassification  of the capital
stock of Doctor's  Care,  consolidation  or merger of Doctor's Care with or into
another corporation,  sale lease, or transfer of all or substantially all of the
property and assets of Doctor's  Care shall  desire to be effected;  or (iii) if
Doctor's  Care shall desire to pay any  dividend,  in shares of stock or cash or
otherwise,  or make any distribution  upon the shares of its capital stock, then
in any  such  case,  Doctor's  Care  shall  cause  to be  delivered  to  Medical
Management,  at least  thirty  (30) days prior to the record  date fixed for the
purpose of  determining  shareholders  entitled  to vote on such  action,  or to
receive such  dividend,  distribution,  or offer,  or to receive shares or other
assets deliverable upon such  reorganization,  reclassification,  consolidation,
merger, sale, lease, transfer,  dissolution,  liquidation, or winding up, as the
case may be, a notice  containing a brief description of the proposed action and
stating such record date.

                  3.20 Proceeds of Sale of Doctor's Care and/or Offices.  During
the term of this  Agreement and any renewal or extension  thereof,  in the event
all or  substantially  all the  assets  of  Doctor's  Care or one or more of the
Offices are sold or otherwise  transferred,  such sale or transfer  shall not be
effective except upon the prior written consent of Medical  Management which may
be withheld for any or no reason,  and Medical  Management  shall be entitled to
any and all the proceeds of such sale or transfer.

         4.  Compliance  with Payor  Agreements.  Medical  Management  agrees to
perform its duties  hereunder so as to comply with Doctor's  Care's  obligations
under the Payor Agreements.

         5.  Conduct  of  Medical  Practice.  Doctor's  Care shall be solely and
exclusively  in  control of all  aspects of the  practice  of  medicine  and the
delivery  of medical  services in its  practice.  The  rendition  of all medical
professional  services,  including,  but not limited to,  diagnosis,  treatment,
surgery, therapy and the prescription of medicine and drugs, and the supervision
of preparation of medical reports shall be the  responsibility of Doctor's Care.
Except as otherwise  set forth  herein,  Doctor's Care shall have the sole right
and authority to hire, employ, train, supervise, terminate and compensate all of
the Doctor's  Care  Personnel.  Medical  Management  shall have the authority to
establish  fees or charges for the  rendition of such  services.  Doctor's  Care
agrees to assign a physician  to act as its Medical  Director and to assure that
its Offices are  adequately  staffed  during  operating  hours with such medical
personnel as may be necessary to efficiently  carry out the practice of medicine
at such  Offices,  all of whom shall be duly licensed by the state in which they
practice.

         6. Exclusivity. During the term of this Agreement, Doctor's Care agrees
not to contract for or to obtain management or administrative  services with any
organization other than Medical Management.

         7.       Medical Management's Compensation.

                  7.1      Definitions.

                           7.1.1 "Books and Records" means Doctor's Care's books
of account, accounting and financial
records  and all other  records  relating  to and used in the conduct of Medical
Management's  duties  hereunder and also used in the  preparation of reports and
financial  statements.  The books and  records at all times shall be correct and
complete  and  contain   correct  and  timely   entries  made  with  respect  to
transactions entered into pursuant hereto in accordance with GAAP.

                           7.1.2  "Cost of Medical  Services"  means any and all
expenses of Doctor's Care with respect to
providing  services  at the  Offices or related  in any way to the  business  of
Doctor's  Care,  including  without  limitation  the aggregate  compensation  of
Doctor's  Care  Personnel,  plus  the  cost of such  Doctor's  Care  Personnel's
benefits,  including,  but not limited to vacation  pay,  sick pay,  health care
expenses,  Doctor's  Care's share of Doctor's Care  Personnel's,  employment and
payroll taxes, professional dues, and other expenses and payments required to be
made to or for said Doctor's Care Personnel,  pursuant to employment  agreements
or otherwise,  including expense  reimbursements and all discretionary  bonuses,
incentives,  and/or  payments based on  profitability  or  productivity  paid or
accrued for Doctor's Care Personnel at said Offices;  and also includes the cost
of Ancillary  Services  ordered by Doctor's Care Personnel on behalf of Doctor's
Care's patients and the cost of medical malpractice  insurance for Doctor's Care
and Doctor's Care Personnel.

     7.1.3 "GAAP" means at any  particular  time generally  accepted  accounting
principles as m effect at such time. Any accounting  term used in this Agreement
shall  have,  unless  otherwise   specifically   provided  herein,  the  meaning
customarily  given in  accordance  with  GAAP,  and all  financial  computations
hereunder shall be computed unless otherwise  specifically  provided herein,  in
accordance  with GAAP as  consistently  applied  and  using  the same  method of
valuation  as  used  in  the  preparation  of  Medical  Management's   financial
statements.

                           7.1.4  "Net  Revenues"  means  all  Revenues  net  of
allowances for uncollectible accounts.

                           7.1.5  "Revenues" means all amounts assigned and paid
hereunder by Doctor's Care to Medical
Management pursuant to Subsection 7.2.

                  7.2  Assignment  to Medical  Management.  Doctor's Care hereby
assigns to Medical  Management all of Doctor's Care's rights and interest in all
sums which  Doctor's  Care  receives  or  becomes  entitled  to receive  for the
performance  of medical  services by employees of Doctor's Care and from charges
by  Doctor's  Care for  supplies  and other  items for  which  Doctor's  Care is
entitled to charge as reflected in invoices issued by Doctor's Care with respect
to the Offices.  Notwithstanding  the foregoing,  no assignment shall be made of
any sums or rights to payment,  the  assignment  of which is  prohibited  by law
(e.g.,  amounts  receivable from Medicare claims).  In lieu of assignment of the
payments  described  above,  Doctor's  Care  hereby  agrees  to pay  to  Medical
Management  an amount  equal to the amount of any such  payments  within two (2)
business days of receiving such payments.

                  7.3 Remittances on Behalf of Doctor's Care. Medical Management
shall pay on Doctor's  Care's  behalf from the Net  Revenues the Cost of Medical
Services.  Medical Management shall have access to the Books and Records for the
purpose of determining payments to be made under this Subsection 7.3.

                  7.4 Medical Management's Compensation. As compensation for the
provision  of its  services  hereunder,  Medical  Management  shall  receive the
balance,  if any, of the Net Revenues  remaining  after payments of the Costs of
Medical Services as set forth in Section 7.3.

         8.       Records.

                  8.1 Medical  Management  agrees to maintain  documentation  of
source  data  related  to  quality  assurance,  Utilization  Review and cost and
utilization  reports prepared for and/or submitted to Doctor's Care for a period
of at least five years from the close of the contract  period  specified in this
Agreement.
                  8.2  Medical  Management  agrees  to make all of its books and
records  pertaining to the services  furnished under the terms of this Agreement
(subject to applicable ethical and legal confidentiality requirements) available
for  inspection,  examination or copying by duly authorized  representatives  of
Doctor's Care.

         9.       Insurance and Indemnification.

                  9.1  Medical  Management  shall  confirm  that  any  physician
provider  used by  Doctor's  Care to serve  the  needs of  Patients  shall  have
professional liability insurance or protection limits of coverage as follows: at
least  $1,000,000  per  occurrence  and  $3,000,000  annual  aggregate  for said
physician.  Medical  Management  shall provide  evidence of the  above-described
coverage to Doctor's Care upon request.

                  9.2  Doctor's  Care  further  agrees,  during the term of this
Agreement,  to indemnify and hold harmless Medical Management against any claims
or liabilities arising under this Agreement which are the sole responsibility of
Doctor's Care or its employees or agents.


<PAGE>



         10.      Confidentiality.

                  10.1  Patient  Records.  All  patients  records,  reports  and
information obtained,  generated, or encountered relating to Offices, which have
not and  hereafter  are not  designated  by Medical  Management as being Medical
Management's property shall at all times be the property of Doctor's Care and so
long as in the possession,  use or control of either party, shall be kept in the
strictest  confidence by both parties.  Medical Management shall instruct all of
its  personnel  to  keep  confidential  any  such  information,  as  well as any
financial,   statistical,   personnel,   and  patient  information  obtained  or
encountered  relating to Doctor's Care or to Doctor's  Care's  operations.  Both
parties agree to comply with all applicable  laws,  regulations and professional
standards concerning the confidentiality of patient records.

                  10.2  Proprietary  Information.  Doctor's Care recognizes that
due to the  nature  of  this  Agreement,  Doctor's  Care  will  have  access  to
information of a proprietary nature owned by Medical Management  including,  but
not limited to, any and all computer  programs  (whether or not  completed or in
use) and any and all operating manuals or similar materials which constitute the
non-medical  systems,  policies and  procedures,  and methods of doing  business
developed  by Medical  Management  for the  operation of  facilities  managed by
Medical  Management.  Consequently,  Doctor's Care  acknowledges and agrees that
Medical  Management has a proprietary  interest in all such information and that
all such information constitutes confidential and proprietary information and is
the trade secret property of Medical Management. Doctor's Care hereby waives any
and all right,  title and interest in and to such trade secrets and confidential
information  and  agrees  to  return  all  copies  of  such  trade  secrets  and
confidential  information  related  thereto to Medical  Management,  at Doctor's
Care's expense, upon the termination of the Agreement.

         Doctor's Care further  acknowledges and agrees that Medical  Management
is entitled to prevent its  competitors  from  obtaining and utilizing its trade
secrets and confidential  information.  Therefore,  Doctor's Care agrees to hold
Medical  Management's  trade secrets and  confidential  information in strictest
confidence  and not to disclose them or allow them to be disclosed,  directly or
indirectly, to any person or entity other than those persons or entities who are
employed by or affiliated with Medical  Management or Doctor's Care, without the
prior written  consent of Medical  Management.  Doctor's Care shall not,  either
during the term of this Agreement, or at any time after the expiration or sooner
termination of this Agreement, disclose to anyone other than persons or entities
who are employed by or affiliated  with Medical  Management or Doctor's Care any
confidential or proprietary  information or trade secret information obtained by
Doctor's  Care from Medical  Management,  except as  otherwise  required by law.
Doctor's  Care agrees to require  each  independent  contractor  and employee of
Doctor's  Care,  and any such  persons or entities to whom such  information  is
disclosed for the purpose of  performance  of Medical  Management's  or Doctor's
Care's   obligations  under  this  Agreement,   to  execute  a  "Confidentiality
Agreement" in a form acceptable to Medical Management.

         Doctor's Care  acknowledges and agrees that a breach of this Section 10
will result in irreparable harm to Medical Management which cannot be reasonably
or adequately  compensated in damages, and therefore Medical Management shall be
entitled to injunctive  and  equitable  relief to prevent a breach and to secure
enforcement  thereof,  in addition to any other relief or award to which Medical
Management may be entitled.

         11.      Cooperation.

                  11.1  Doctor's  Care and  Medical  Management  agree that they
shall at all times maintain an effective liaison and close cooperation with each
other to facilitate  provision of high quality and cost effective health care to
Patients.

                  11.2 Each of the parties  agrees to cooperate  fully with each
other in connection with the performance of their respective  obligations  under
this  Agreement,  and both parties agree to employ their best efforts to resolve
any dispute that may arise under or in connection with this  Agreement.  Subject
to Medical  Management  maintaining the  confidentiality  of patient records and
Doctor's Care's confidential information, Doctor's Care shall provide to Medical
Management full and complete access to Doctor's Care's premises, and to Doctor's
Care charts,  books, and records,  in order that Medical  Management can perform
its functions hereunder.

                  11.3 During the term of this  Agreement,  Doctor's  Care shall
not add  facilities  or clinics for the practice of medicine by Doctor's  Care's
physicians without the prior approval of Medical Management.

                  11.4  Notwithstanding  any other provisions  contained herein,
Medical Management shall not be liable to Doctor's Care, and shall not be deemed
to be in default  hereunder,  for the  failure to perform or provide  any of the
supplies, services,  personnel, or other obligations to be performed or provided
by Medical Management  pursuant to this Agreement if such failure is a result of
a labor  dispute,  act of God, or any other event which is beyond the reasonable
control of Medical Management.

         12. License of Intellectual Property. During the term of this Agreement
and any extension or renewals thereof,  each of the party's hereto hereby grants
royalty  free to the other party hereto the  non-exclusive  right and license to
use any and all  trademarks,  trade  names,  service  marks,  logos,  and  other
intellectual   property  rights  owned  by  the  granting  party.  The  licensed
intellectual property and any goodwill associated therewith are and shall at all
times remain the property of the granting party.

         13.  Doctor's Care Patient  Grievances.  Medical  Management  agrees to
comply with the  complaint,  grievance and  disenrollment  policies of Payors in
resolving any Patient grievances related to the provision of medical services by
Doctor's Care.  Doctor's Care shall bring to the attention of Medical Management
all  applicable  complaints or grievances  involving  Doctor's Care, and Medical
Management shall promptly,  in accordance with any applicable Payor  procedures,
investigate  such  complaints and use its best efforts to resolve them in a fair
and equitable manner.  Medical Management agrees to notify Doctor's Care monthly
of any complaints from Patients and of actions taken or proposed with respect to
the disposition of such complaints.

         14.      Professional Training and Licensing Standards.

                  14.1 Medical  Management  warrants  that any provider  that it
engages to provide services to Patients is in compliance with applicable  local,
state, and federal laws,  regulations and/or licensing  requirements relating to
the provision of services that they will provide.

                  14.2  Doctor's Care shall provide  Medical  Management  with a
copy of credentials  requirements and agrees to provide Medical  Management with
documentation  that each physician  providing services to Doctor's Care Patients
is  appropriately  credentialled.  This  documentation  will  include  proof  of
licensure and specialty certification as applicable. This documentation shall be
maintained  on file by Medical  Management  and  reviewed by  Doctor's  Care and
Medical  Management  on an annual basis.  Doctor's Care will maintain  oversight
responsibility  to  assure  that  all  licensed   physicians  are  credentialled
according to its managed care Quality Assurance Program.

         15.      Non-Discrimination.

                  15.1 In the  performance of this  contract,  Doctor's Care and
Medical  Management  shall not unlawfully  discriminate  against any employee or
applicant for employment  because of race,  religion,  color,  national  origin,
ancestry,  physical or  psychological  disability,  medical  condition,  marital
status,  age, sex or sexual  orientation.  Doctor's Care and Medical  Management
shall insure that the evaluation and treatment of their employees and applicants
for  employment  are free of such  discrimination  and shall comply with all the
provisions of law applicable thereto.

                  15.2  The  applicable  regulations  of  law  relating  to  the
treatment  and  evaluation  of  employees  and  applicants  for  employment  are
incorporated  into this  Agreement by reference and made a part hereof as if set
forth in full. Doctor's Care and Medical Management shall give written notice of
their obligations under this clause to labor  organizations with which they have
a collective bargaining or other agreement.

         16.  Arbitration.  If a dispute or matter in controversy arises between
the parties hereto which they are unable to resolve to their mutual satisfaction
within ten (10) days of written notice from one to the other of the existence of
such  dispute,  then  either  party may notify the other  party in writing  (the
"Notice")  that the  dispute be  submitted  to binding  arbitration  as provided
herein.  The arbitration  panel shall consist of three (3)  arbitrators,  one of
whom shall be selected by Medical Management,  one of which shall be selected by
Doctor's  Care,  each  within  10 days of the  Notice,  and the  third  shall be
selected  by the first two  within ten (10) days of their  selection.  If either
party shall fail to make a selection  within ten (10) days, the first arbitrator
shall  select the  remaining  two (2).  In the event that any  arbitrator  shall
resign or otherwise fail to perform his duties,  his successor shall immediately
be selected by the party who selected such arbitrator in the first instance. The
arbitration  panel  shall have the  authority  to assess  costs and shall  award
attorneys' fees. Either party may have recourse to the courts for enforcement of
the  award of the  arbitration  panel.  Notwithstanding  any  provision  of this
Section 16, the  arbitration  panel shall have no authority to override  Medical
Management's exclusive authority over the ongoing major or central operations of
Doctor's Care, as specifically set forth in Subsection 3.17 and as otherwise set
forth in this  Agreement.  With respect to any dispute brought by Doctor's Care,
the  arbitration  panel  and any  court  of  competent  jurisdiction  may  order
termination of this Agreement only upon a finding beyond a reasonable doubt that
Medical Management (a) was grossly negligent, (b) committed a fraudulent act, or
(c) committed illegal acts.

         17.  Waiver of  Violation.  The  waiver by either  party of a breach or
violation  of any  provision  of  this  Agreement  shall  not  operate  as or be
construed as a waiver of any subsequent breach thereof.

         18.      Miscellaneous.

                  18.1 Enforceability.  If any provision of this Agreement shall
be for any reason invalid or  unenforceable,  the remaining  provisions shall be
nevertheless effective.

                  18.2 Amendments. This Agreement constitutes the entire written
understanding  between the parties and may only be amended by Medical Management
providing notice to Doctor's Care of such amendment.

                  18.3     Independent Relationship.

                  In  the  performance  of  this   Agreement,   it  is  mutually
understood  and agreed  that all  physicians  practicing  medicine at any of the
Offices are at all times acting and  performing as employees of Doctor's Care or
as independent contractors with Doctor's Care ("Doctor's Care's Physicians") and
not employees or agents of Medical Management.  Medical Management shall neither
have nor exercise any control or  direction  over the methods by which  Doctor's
Care or Doctor's  Care's  Physicians  shall practice  medicine.  The function of
Medical Management is to provide Doctor's Care with all non-medical  services in
a competent,  efficient,  and  satisfactory  manner.  Doctor's Care and Doctor's
Care's  Physicians shall have no claim under this Agreement or otherwise against
Medical Management for workers' compensation,  unemployment  compensation,  sick
leave, vacation pay, retirement benefits, Social Security benefits, or any other
employee  benefits,  all of which shall be the sole  responsibility  of Doctor's
Care. Since Doctor's Care's Physicians are not employees of Medical  Management,
it shall not withhold on behalf of Doctor's Care's  Physicians  pursuant to this
Agreement any sums for income tax, unemployment  insurance,  Social Security, or
otherwise pursuant to any law or requirement of any governmental agency, and all
such  withholding,  if any is  required,  shall  be the sole  responsibility  of
Doctor's  Care.   Doctor's  Care  shall  indemnify  and  hold  harmless  Medical
Management from any and all loss or liability arising with respect to any of the
foregoing benefits or withholding requirements.

                  18.4   Assignability.   This  Agreement  and  all  rights  and
obligations  hereunder  may not be assigned by Doctor's  Care  without the prior
written  consent of  Medical  Management.  Medical  Management  may assign  this
Agreement or any or all rights and obligations hereunder at any time upon notice
to Doctor's Care.
     18.5 Governing Law. This  Agreement  shall be construed in accordance  with
the laws of the State of South Carolina.

                                              [SIGNATURE PAGE ATTACHED]


<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Administrative  Services  Agreement  to be  executed  by their  duly  authorized
representatives as of the date first above written.

UCI MEDICAL AFFILIATES OF GEORGIA, INC.



By:   /S/ M. F. MCFARLAND, III, M.D.
     M.F. McFarland, III, M.D.
Title: President and Chief Executive Officer

Address:

1901 Main Street
Suite 1200
Columbia, SC 29201

DOCTOR'S CARE OF GEORGIA, P.C.



By:   /S/ JERRY F. WELLS, JR.
      Jerry F. Wells, Jr.
Title: Secretary and Treasurer

Address:

1901 Main Street
Suite 1200
Columbia, SC 29201



<PAGE>


























                                  Exhibit 10.20

                        Administrative Services Agreement
                              dated April 24, 1998
                                 by and between
                      Doctor's Care of Tennessee, P.C. and
                     UCI Medical Affiliates of Georgia, Inc.


<PAGE>


                                  Exhibit 10.20

                        ADMINISTRATIVE SERVICES AGREEMENT

         This  Administrative  Services Agreement  ("Agreement") is entered into
and effective as of April 24, 1998,  by and between  Doctor's Care of Tennessee,
P.C., a Tennessee professional corporation (hereinafter referred to as "Doctor's
Care"), and UCI Medical Affiliates of Georgia, Inc, a South Carolina corporation
(hereinafter referred to as "Medical Management").

                                                      RECITALS

         WHEREAS,  Doctor's Care is a medical  practice  that  provides  medical
services  to  patients.  Doctor's  Care's  services  are  performed  by employed
physicians,  by physician  employees of independent  physician  practices  under
contract  with  Doctor's  Care  and  pursuant  to  contracts  with   independent
physicians,  as well as by nurse  practitioners  and other  physician  extenders
(collectively referred to as "Doctor's Care Personnel");

         WHEREAS,  Doctor's  Care  does not own or  possess  facilities  for the
provision  of  its  services  nor  does  it own or  possess  medical  equipment,
furnishings or supplies that are required for the delivery of medical services;

         WHEREAS, except for the Doctor's Care Personnel, Doctor's Care does not
employ,  and is not desirous of employing,  other personnel who may be necessary
to the proper operation of a medical practice,  including  nurses,  technicians,
administrative and management staff;

         WHEREAS,   Medical   Management   is  in  the   business  of  providing
comprehensive management services to medical practices,  including the provision
of  office  space  and  equipment,  the  hiring of  non-medical  personnel,  the
recruitment  of medical  personnel,  the  provision  of billing  and  collection
services, and the coordination of relationships between primary care physicians,
specialist physicians and hospitals under managed care and other arrangements;

         WHEREAS, Medical Management has special expertise and experience in the
operation,  management  and  marketing  of the  non-medical  aspects  of medical
clinics of the type  operated or  intended  to be  operated  by  Doctor's  Care.
Medical  Management  has been and will continue to be primarily  involved in the
non-medical development and management of medical facilities. Medical Management
has developed and will continue to develop the  non-medical  aspects of a number
of  facilities  where high quality  health care has been and will be provided at
low cost because of efficiencies of scale and management expertise; and

         WHEREAS,  the  parties  desire  that  Medical  Management  provide  the
above-described services to Doctor's Care, according to the terms and conditions
set forth below.

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

         1.       Definitions.

                  1.1 "Ancillary Services" means services other than medical and
nursing  services,  including  but not limited to radiology,  health  education,
pharmacy,  pathology and laboratory,  and therapy services  provided to Doctor's
Care patients.

                  1.2  "Quality  Assurance  Program"  (Program)  is the  ongoing
monitoring  of  the  quality  of  medical  services   through   qualitative  and
quantitative analyses and the recommendation of quality improvements.

                  1.3  "Utilization  Review"  means the review of  medical  care
provided  to  patients  for  necessity  and  appropriateness   conducted  either
concurrently  with the provision of the services or  retrospectively  after they
have been rendered,  and which review may result in advice to a physician that a
reviewed   service  is  not  necessary  or   appropriate  or  not  eligible  for
reimbursement under a Payor Agreement.

                  1.4  "Patient"  means  a  person  who  receives  medical  care
services from Doctor's Care.

                  1.5  "Payor"  means an  employer,  insurance  carrier,  health
service plan, trust,  nonprofit hospital service plan,  governmental unit or any
other entity which is  obligated to provide or reimburse  health care  providers
for providing health care services to a Patient.

                  1.6 "Payor  Agreement" means an agreement  between a Payor and
Doctor's  Care (or its  authorized  representative)  under which  Doctor's  Care
renders health care services to Patients.

         2. Term of Agreement. Commencing on the effective date set forth above,
this  Agreement  shall  continue in effect for a period of forty (40) years.  It
shall  automatically  renew for an additional  ten (10) year term unless Medical
Management  shall  provide  Doctor's  Care at least one hundred and twenty (120)
days'  advance  written  notice of its  intention to let the  Agreement  expire.
Thereafter,  it shall renew for  successive  ten (10) year terms  unless  either
party  shall  provide  the other at least one  hundred  and twenty  (120)  days'
advance  written notice of its intention to let the Agreement  expire at the end
of any such term prior to the end of such term.

         3.       Obligations of Medical Management.

                  3.1 Facilities.  Medical  Management shall provide to Doctor's
Care,  for  Doctor's  Care's use,  suitable  facilities  in which it can provide
health care services. Medical Management shall own, enter into a lease, sublease
or other  occupancy  agreement  for each such facility if required by the owner.
The facilities which are subject to this Agreement shall be designated from time
to time  exclusively  by Medical  Management.  Each such  facility and hereafter
acquired or leased  facility so designated by Medical  Management is hereinafter
referred to as an "Office" and all such  facilities  and  hereafter  acquired or
leased facility so designated by Medical Management are hereinafter  referred to
as the "Offices."

                  3.2      Furniture. Fixtures and Equipment

                           3.2.1  During  the  term  of this  Agreement  and all
         renewals  and  extensions  hereof,  Medical  Management  shall  provide
         Doctor's Care at each Office at which Doctor's Care performs its health
         care services,  the medical  equipment,  office  equipment,  furniture,
         fixtures, furnishings and leasehold improvements.

                           3.2.2  The use by  Doctor's  Care of such  furniture,
         fixtures,  furnishings, and equipment shall be subject to the following
         conditions:

                                    3.2.2.1   Title  to  all   such   furniture,
                  fixtures,  furnishings,  and equipment shall remain in Medical
                  Management and upon  termination of this  Agreement,  Doctor's
                  Care  shall   immediately   return  and   surrender  all  such
                  furniture,  fixtures,  furnishings,  and  equipment to Medical
                  Management in as good condition as when received,  normal wear
                  and tear excepted.  Doctor's Care expressly  agrees to execute
                  any appropriate  UCC-1  Financing  Statement and UCC-1 Fixture
                  Filings,  and  any  amendments  thereto,  if so  requested  in
                  writing by Medical Management.

                                    3.2.2.2  Medical  Management  shall be fully
                  and entirely  responsible  for all repairs and  maintenance of
                  all such  furniture,  fixtures,  furnishings,  and  equipment,
                  provided,  however, that Doctor's Care agrees that it will use
                  its best  efforts  to  prevent  damage,  excessive  wear,  and
                  breakdown of all such furniture,  fixtures,  furnishings,  and
                  equipment,  and shall advise Medical Management of any and all
                  needed repairs and equipment failures.

                  3.3  Development,   Management  and  Administrative  Services.
During the term of this  Agreement,  and all  renewals  and  extensions  hereof,
Doctor's Care hereby  engages  Medical  Management  to serve as Doctor's  Care's
exclusive   manager  and   administrator   of  all  non-medical   functions  and
non-physician  services  relating to the  operation of the Offices;  and Medical
Management   agrees  to  furnish  to  Doctor's  Care  all  of  the   non-medical
development, management and administrative services as may be needed by Doctor's
Care  in  connection  with  the  operation  of  the  Offices.  Such  non-medical
development, management and administrative services shall include the following:

                           3.3.1  Bookkeeping and Accounts.  Medical  Management
         shall provide all  bookkeeping  and  accounting  services  necessary or
         appropriate  to support the  Offices,  including,  without  limitation,
         maintenance,  custody and supervision of all business records,  papers,
         documents,   ledgers,   journals  and  reports,  and  the  preparation,
         distribution   and   recordation   of  all  bills  and  statements  for
         professional  services rendered by Doctor's Care, including the billing
         and completion of reports and forms required by insurance  companies or
         governmental  agencies,  or other  third-party  payors  (such  records,
         papers, documents, ledgers, journals and reports shall not be deemed to
         include patient records and other records,  reports and documents which
         relate to patient treatment by Doctor's Care's  physicians);  provided,
         however,  it is understood that all such business  records,  papers and
         documents  are the  sole  property  of  Doctor's  Care,  and  shall  be
         available for  inspection  by Doctor's Care at all times,  and shall be
         delivered to Doctor's Care upon termination of this Agreement. Doctor's
         Care shall provide Medical  Management with a complete copy of all such
         documents,   records,  and  papers  at  Doctor's  Care's  expense  upon
         termination of this Agreement.

                           3.3.2  General   Administrative   Services.   Medical
         Management  shall provide  Doctor's Care with overall  supervision  and
         management,  including the maintenance and repair, of the Offices,  and
         all   furniture,   fixtures,   furnishings,   equipment  and  leasehold
         improvements located in or at the Offices.

                           3.3.3  Contract  Administration.  Medical  Management
         shall  provide  Doctor's  Care with  administrative  services to enable
         Doctor's Care to perform on a timely basis all  non-medical  aspects of
         all Payor  Agreements.  Such services shall include the preparation and
         analysis  of  reports  to enable  Doctor's  Care to  provide  physician
         staffing and supervision at the Offices for the rendering of efficient,
         high quality medical care to patients.

                           3.4.  Non-Physician  Personnel.   Medical  Management
         shall provide such support  personnel and nursing personnel to Doctor's
         Care as may be reasonably  necessary to enable Doctor's Care to perform
         medical services at the Offices subject to the following:

          3.4.1 Medical Management shall provide all support personnel
                  necessary for Doctor's  Care's  practice,  including,  but not
                  limited to, all  non-physician  technical  personnel,  nurses,
                  receptionists,  secretaries,  clerks, purchasing and marketing
                  personnel,   janitorial   and   maintenance   personnel,   and
                  non-physician   supervisory   personnel   as  may  be   deemed
                  reasonably  necessary by Medical Management for the proper and
                  efficient   operation  of  the  Office.   Notwithstanding  the
                  foregoing,  if any billing  rules  (such as  Medicare/Medicaid
                  "incident to" rules) require  Doctor's Care to be the employer
                  of certain  non-physician medical personnel in order for their
                  services to be  reimbursed,  then  Doctor's  Care shall be the
                  employer of such non-physician medical personnel (who shall be
                  deemed to be a portion of the "Doctor's Care Personnel"); and

                                    3.4.2    Medical    Management    shall   be
                                    responsible  for  hiring and firing all such
                                    support   personnel,   and  shall  determine
                                    compensation   for   all   such   personnel,
                                    including determination of salaries,  fringe
                                    benefits,  bonuses,  health  and  disability
                                    insurance,  workers' compensation insurance,
                                    and  any  other   benefits  that  each  such
                                    employee shall receive; and

                                    3.4.3  Medical  Management  shall manage and
                  supervise  all such  licensed  support  personnel  employed on
                  behalf of  Doctor's  Care  including,  but not  limited to all
                  nurses,   x-ray   technicians   and  laboratory   technicians,
                  regarding  those  aspects  of  their  employment  that  do not
                  involve  performance  under  the  scope  of  their  licensure;
                  provided,   however,  that  Doctor's  Care  shall  manage  and
                  supervise all  activities of such licensed  support  personnel
                  performed under the scope of their licensure;


<PAGE>



                  3.5 Supplies.  Medical  Management shall acquire and supply to
Doctor's  Care all medical  and  non-medical  supplies  of every  kind,  name or
nature,  which may reasonably be required by Doctor's Care for the operations of
the Offices.

                  3.6 Security and Maintenance. Medical Management shall provide
Doctor's Care with all services and personnel necessary to provide Doctor's Care
with  proper  security,  maintenance,  and  cleanliness  of the  Offices and the
furniture,  fixtures,  equipment,  and leasehold  improvements  located thereat.
Additionally,  Medical  Management  shall  furnish  to or  obtain  for group all
laundry,  linens,  uniforms,  printing,  stationery,  forms,  telephone service,
postage,  duplication services, and any and all other supplies and services of a
similar nature which are necessary in connection  with the day-to-day  operation
of the Offices.

                  3.7  Physician  Recruiting  and Training.  Medical  Management
shall assist Doctor's Care in recruiting,  screening and evaluating  prospective
physician  employees and physician  contractors  for Doctor's  Care, and Medical
Management shall assist Doctor's Care in training  Doctor's Care's physicians in
the  delivery of medical  services at the  Offices in a manner  consistent  with
Medical Management's established standards,  practices,  procedures and policies
as may from time to time be in effect.

                  3.8  Insurance.  Medical  Management  shall use all reasonable
efforts to obtain and maintain in full force and effect  during the term of this
Agreement, and all extensions and renewals thereof, commercial general liability
and property  insurance which Medical  Management  deems  appropriate to protect
against  loss  in  the  nature  of  fire,  other  catastrophe,  theft,  business
interruption,   public  liability,  and  non-medical  negligence,  with  minimum
coverage limits of $1,000,000 per occurrence.  Medical  Management shall use all
reasonable efforts to obtain medical malpractice insurance for Doctor's Care and
its physician  employees in an amount not less than $1,000,000 per incident with
a  $3,000,000  annual  limit per  physician  either on an  "occurrence"  or on a
"claims made" basis in its judgment.  If obtained on a "claims made" basis, such
insurance  arrangements  shall  include  provision  for the  purchase  of  "tail
coverage" if such coverage is available at reasonable rates.  Medical Management
may arrange for such malpractice  insurance or portion thereof,  including "tail
coverage" to be underwritten or funded by an entity which is wholly or partially
owned by Medical Management.

                  3.9 Billing and Collection.  In order to relieve Doctor's Care
of the administrative  burden of handling the billing and collection of sums due
under prepaid health plans, fees for medical, x-ray, laboratory and all services
provided  by or on  behalf of  Doctor's  Care and for  which  Doctor's  Care may
charge,  Medical Management shall be responsible,  on behalf of and for Doctor's
Care and any  contract  physicians  or  independent  physician  groups  or other
organizations  practicing  medicine for or on behalf of Doctor's  Care, on their
respective billheads as their agent, for billing and collecting the charges made
with respect to all medical,  x-ray,  laboratory and all other services provided
at the  Offices.  Doctor's  Care agrees that it will keep and provide to Medical
Management  all  documents,  opinions,  diagnoses,  recommendations,  and  other
evidence and records  necessary for the purpose of  supporting  the fees charged
for all medical and other services from time to time. It is expressly understood
that the extent to which  Medical  Management  will  endeavor  to  collect  such
charges,  the methods of  collecting,  the settling of disputes  with respect to
charges,  and  the  writing  off  of  charges  that  may  be  or  appear  to  be
uncollectible  shall at all  times be  within  the sole  discretion  of  Medical
Management (but subject to all applicable governmental regulations and the terms
and conditions of applicable provider  agreements),  and that Medical Management
does not  guarantee  the extent to which any charges  billed will be  collected.
Doctor's  Care  or its  duly  authorized  agent  shall  have  the  right  at all
reasonable  times and upon the giving of reasonable  notice to examine,  inspect
and copy the records of Medical  Management  pertaining  to such fees,  charges,
billings and collections.  At Doctor's Care's request,  Medical  Management will
re-assign to Doctor's Care for  collection by Doctor's  Care, any accounts which
Medical Management has determined to be uncollectible.

                  3.10 Bank Accounts and Disbursements.  During the term of this
Agreement,  Medical  Management  is hereby  expressly  authorized  to, and shall
disburse from one or more bank accounts of Doctor's Care sums for the payment of
the Cost of Medical Services as that term is defined in Section 7 below, Medical
Management's  compensation and all other costs, expenses and disbursements which
are required or authorized by this Agreement.  For  administrative  convenience,
Medical Management shall maintain said bank accounts.

                  3.11 Market Research.  Medical Management shall conduct market
research with respect to rates, charges, competitive conditions, competition and
business  opportunities  for  Medical  Management  and  Doctor's  Care.  Medical
Management  shall compile such  information  and provide  marketing  reports and
analyses to Doctor's  Care.  All such  marketing  services shall be conducted in
accordance  with the laws,  rules,  regulations and guidelines of all applicable
governmental and quasi-governmental  agencies including, but not limited to, the
Medical Board of Tennessee.

                  3.12 Contract Negotiations. Medical Management shall negotiate
on Doctor's  Care's  behalf,  contracts  with prepaid  health  plans,  preferred
provider organizations,  other group plans,  independent physician associations,
hospitals and other health care  providers for Doctor's  Care's  services at the
Offices,  for admission of Doctor's Care's patients for  hospitalization and for
the  provision of health care  services for  Doctor's  Care's  patients by other
physicians  with  specialties  not available at Doctor's  Care.  Upon request by
Medical Management, Doctor's Care hereby agrees to take any action convenient or
necessary for Doctor's Care to approve and enter into any such contracts.

                  3.13 Management and Planning Reports. Medical Management shall
supply Doctor's Care on a regular,  periodic basis, such internal reports as may
be necessary or  appropriate  for the parties to assist each other in evaluating
the non-medical  aspects of the performance and productivity of their respective
employees  and   contractors  as  well  as  in  evaluating  the  efficiency  and
effectiveness  of  the  rendition  of  their  respective  management  and  other
non-professional  services.  Medical Management shall provide Doctor's Care with
data and reports for Doctor's Care's exclusive use in conducting Doctor's Care's
medical  practice,  evaluating the performance of Doctor's Care's physicians and
for other  purposes  related to maintaining a high level of patient care quality
and improving the efficiency of Doctor's Care's  physicians.  Medical Management
shall meet  periodically  with Doctor's  Care's  utilization  review  designees,
medical  directors of Offices,  Doctor's Care's peer review committees and other
representatives  of  Doctor's  Care to review the data and  reports  provided by
Medical Management, to consult with each other with regard to the interpretation
of such data and reports,  to evaluate the  application of such data and reports
to the  operation  of the Offices  and to detect and discuss  trends in Doctor's
Care's medical practice at the Offices.

                  3.14 Utilization  Review.  Medical  Management shall establish
and  administer  a program of  Utilization  Review of medical  care  rendered by
Doctor's Care that is  consistent  with the terms of the Payor  Agreements,  and
Doctor's  Care agrees that it and its  physicians  shall adhere to the advice of
such  program  to  the  extent  that  it  is  consistent  with  the  physician's
professional judgment.

                  3.15 Quality  Assurance.  It is understood  that Doctor's Care
has an established  Quality  Assurance Program to assure a standard of care that
is  consistent  with the laws of the state  and  federal  governments,  with the
applicable  contractual  obligations  of Doctor's  Care, and with the prevailing
standards  of  medical  practice  and  medical  care in the  community.  Medical
Management shall assist in the implementation of this Quality Assurance Program.

                  3.16  Arrangements  with Other  Providers.  The parties hereto
acknowledge and agree that Medical  Management may enter into  arrangements with
health care providers other than Doctor's Care,  including specialty  physicians
and hospitals, for the provision of services to patients.

                  3.17 Doctor's Care Operations.  Medical  Management shall have
exclusive  authority over all decision-making for ongoing Doctor's Care major or
central operations except for the dispensing of medical services. This authority
includes,  but is not  limited  to, the scope of  services,  patient  acceptance
policies and  procedures,  pricing of  services,  negotiation  and  execution of
contracts,  issuance of debt,  and  establishment  and approval of operating and
capital budgets.

                  3.18   Compensation  and  Selection  of  Physicians.   Medical
Management  shall  have  exclusive  decision-making  authority  over  the  total
compensation of Doctor's Care's  Personnel.  Medical  Management  shall have the
authority to establish and implement  guidelines for the  selection,  hiring and
firing of Doctor's  Care's  Personnel;  without  limiting the  generality of the
foregoing,  Doctor's  Care shall not employ or contract  with any Doctor's  Care
Personnel without the prior consent of Medical Management.

                  3.19 Notice of Certain Corporate  Actions.  During the term of
this Agreement and any extension or renewal thereof,  (i) if Doctor's Care shall
desire to amend its  bylaws or its  Articles  of  Incorporation;  or (ii) if any
capital  reorganization  of the Doctor's Care,  reclassification  of the capital
stock of Doctor's  Care,  consolidation  or merger of Doctor's Care with or into
another corporation,  sale lease, or transfer of all or substantially all of the
property and assets of Doctor's  Care shall  desire to be effected;  or (iii) if
Doctor's  Care shall desire to pay any  dividend,  in shares of stock or cash or
otherwise,  or make any distribution  upon the shares of its capital stock, then
in any  such  case,  Doctor's  Care  shall  cause  to be  delivered  to  Medical
Management,  at least  thirty  (30) days prior to the record  date fixed for the
purpose of  determining  shareholders  entitled  to vote on such  action,  or to
receive such  dividend,  distribution,  or offer,  or to receive shares or other
assets deliverable upon such  reorganization,  reclassification,  consolidation,
merger, sale, lease, transfer,  dissolution,  liquidation, or winding up, as the
case may be, a notice  containing a brief description of the proposed action and
stating such record date.

                  3.20 Proceeds of Sale of Doctor's Care and/or Offices.  During
the term of this  Agreement and any renewal or extension  thereof,  in the event
all or  substantially  all the  assets  of  Doctor's  Care or one or more of the
Offices are sold or otherwise  transferred,  such sale or transfer  shall not be
effective except upon the prior written consent of Medical  Management which may
be withheld for any or no reason,  and Medical  Management  shall be entitled to
any and all the proceeds of such sale or transfer.

         4.  Compliance  with Payor  Agreements.  Medical  Management  agrees to
perform its duties  hereunder so as to comply with Doctor's  Care's  obligations
under the Payor Agreements.

         5.  Conduct  of  Medical  Practice.  Doctor's  Care shall be solely and
exclusively  in  control of all  aspects of the  practice  of  medicine  and the
delivery  of medical  services in its  practice.  The  rendition  of all medical
professional  services,  including,  but not limited to,  diagnosis,  treatment,
surgery, therapy and the prescription of medicine and drugs, and the supervision
of preparation of medical reports shall be the  responsibility of Doctor's Care.
Except as otherwise  set forth  herein,  Doctor's Care shall have the sole right
and authority to hire, employ, train, supervise, terminate and compensate all of
the Doctor's  Care  Personnel.  Medical  Management  shall have the authority to
establish  fees or charges for the  rendition of such  services.  Doctor's  Care
agrees to assign a physician  to act as its Medical  Director and to assure that
its Offices are  adequately  staffed  during  operating  hours with such medical
personnel as may be necessary to efficiently  carry out the practice of medicine
at such  Offices,  all of whom shall be duly licensed by the state in which they
practice.

         6. Exclusivity. During the term of this Agreement, Doctor's Care agrees
not to contract for or to obtain management or administrative  services with any
organization other than Medical Management.

         7.       Medical Management's Compensation.

                  7.1      Definitions.

                           7.1.1 "Books and Records" means Doctor's Care's books
of account, accounting and financial
records  and all other  records  relating  to and used in the conduct of Medical
Management's  duties  hereunder and also used in the  preparation of reports and
financial  statements.  The books and  records at all times shall be correct and
complete  and  contain   correct  and  timely   entries  made  with  respect  to
transactions entered into pursuant hereto in accordance with GAAP.

                           7.1.2  "Cost of Medical  Services"  means any and all
expenses of Doctor's Care with respect to
providing  services  at the  Offices or related  in any way to the  business  of
Doctor's  Care,  including  without  limitation  the aggregate  compensation  of
Doctor's  Care  Personnel,  plus  the  cost of such  Doctor's  Care  Personnel's
benefits,  including,  but not limited to vacation  pay,  sick pay,  health care
expenses,  Doctor's  Care's share of Doctor's Care  Personnel's,  employment and
payroll taxes, professional dues, and other expenses and payments required to be
made to or for said Doctor's Care Personnel,  pursuant to employment  agreements
or otherwise,  including expense  reimbursements and all discretionary  bonuses,
incentives,  and/or  payments based on  profitability  or  productivity  paid or
accrued for Doctor's Care Personnel at said Offices;  and also includes the cost
of Ancillary  Services  ordered by Doctor's Care Personnel on behalf of Doctor's
Care's patients and the cost of medical malpractice  insurance for Doctor's Care
and Doctor's Care Personnel.
     7.1.3 "GAAP" means at any  particular  time generally  accepted  accounting
principles as m effect at such time. Any accounting  term used in this Agreement
shall  have,  unless  otherwise   specifically   provided  herein,  the  meaning
customarily  given in  accordance  with  GAAP,  and all  financial  computations
hereunder shall be computed unless otherwise  specifically  provided herein,  in
accordance  with GAAP as  consistently  applied  and  using  the same  method of
valuation  as  used  in  the  preparation  of  Medical  Management's   financial
statements.

                           7.1.4  "Net  Revenues"  means  all  Revenues  net  of
allowances for uncollectible accounts.

                           7.1.5  "Revenues" means all amounts assigned and paid
hereunder by Doctor's Care to Medical
Management pursuant to Subsection 7.2.

                  7.2  Assignment  to Medical  Management.  Doctor's Care hereby
assigns to Medical  Management all of Doctor's Care's rights and interest in all
sums which  Doctor's  Care  receives  or  becomes  entitled  to receive  for the
performance  of medical  services by employees of Doctor's Care and from charges
by  Doctor's  Care for  supplies  and other  items for  which  Doctor's  Care is
entitled to charge as reflected in invoices issued by Doctor's Care with respect
to the Offices.  Notwithstanding  the foregoing,  no assignment shall be made of
any sums or rights to payment,  the  assignment  of which is  prohibited  by law
(e.g.,  amounts  receivable from Medicare claims).  In lieu of assignment of the
payments  described  above,  Doctor's  Care  hereby  agrees  to pay  to  Medical
Management  an amount  equal to the amount of any such  payments  within two (2)
business days of receiving such payments.

                  7.3 Remittances on Behalf of Doctor's Care. Medical Management
shall pay on Doctor's  Care's  behalf from the Net  Revenues the Cost of Medical
Services.  Medical Management shall have access to the Books and Records for the
purpose of determining payments to be made under this Subsection 7.3.

                  7.4 Medical Management's Compensation. As compensation for the
provision  of its  services  hereunder,  Medical  Management  shall  receive the
balance,  if any, of the Net Revenues  remaining  after payments of the Costs of
Medical Services as set forth in Section 7.3.

         8.       Records.

                  8.1 Medical  Management  agrees to maintain  documentation  of
source  data  related  to  quality  assurance,  Utilization  Review and cost and
utilization  reports prepared for and/or submitted to Doctor's Care for a period
of at least five years from the close of the contract  period  specified in this
Agreement.
                  8.2  Medical  Management  agrees  to make all of its books and
records  pertaining to the services  furnished under the terms of this Agreement
(subject to applicable ethical and legal confidentiality requirements) available
for  inspection,  examination or copying by duly authorized  representatives  of
Doctor's Care.

         9.       Insurance and Indemnification.

                  9.1  Medical  Management  shall  confirm  that  any  physician
provider  used by  Doctor's  Care to serve  the  needs of  Patients  shall  have
professional liability insurance or protection limits of coverage as follows: at
least  $1,000,000  per  occurrence  and  $3,000,000  annual  aggregate  for said
physician.  Medical  Management  shall provide  evidence of the  above-described
coverage to Doctor's Care upon request.

                  9.2  Doctor's  Care  further  agrees,  during the term of this
Agreement,  to indemnify and hold harmless Medical Management against any claims
or liabilities arising under this Agreement which are the sole responsibility of
Doctor's Care or its employees or agents.


<PAGE>



         10.      Confidentiality.

                  10.1  Patient  Records.  All  patients  records,  reports  and
information obtained,  generated, or encountered relating to Offices, which have
not and  hereafter  are not  designated  by Medical  Management as being Medical
Management's property shall at all times be the property of Doctor's Care and so
long as in the possession,  use or control of either party, shall be kept in the
strictest  confidence by both parties.  Medical Management shall instruct all of
its  personnel  to  keep  confidential  any  such  information,  as  well as any
financial,   statistical,   personnel,   and  patient  information  obtained  or
encountered  relating to Doctor's Care or to Doctor's  Care's  operations.  Both
parties agree to comply with all applicable  laws,  regulations and professional
standards concerning the confidentiality of patient records.

                  10.2  Proprietary  Information.  Doctor's Care recognizes that
due to the  nature  of  this  Agreement,  Doctor's  Care  will  have  access  to
information of a proprietary nature owned by Medical Management  including,  but
not limited to, any and all computer  programs  (whether or not  completed or in
use) and any and all operating manuals or similar materials which constitute the
non-medical  systems,  policies and  procedures,  and methods of doing  business
developed  by Medical  Management  for the  operation of  facilities  managed by
Medical  Management.  Consequently,  Doctor's Care  acknowledges and agrees that
Medical  Management has a proprietary  interest in all such information and that
all such information constitutes confidential and proprietary information and is
the trade secret property of Medical Management. Doctor's Care hereby waives any
and all right,  title and interest in and to such trade secrets and confidential
information  and  agrees  to  return  all  copies  of  such  trade  secrets  and
confidential  information  related  thereto to Medical  Management,  at Doctor's
Care's expense, upon the termination of the Agreement.

         Doctor's Care further  acknowledges and agrees that Medical  Management
is entitled to prevent its  competitors  from  obtaining and utilizing its trade
secrets and confidential  information.  Therefore,  Doctor's Care agrees to hold
Medical  Management's  trade secrets and  confidential  information in strictest
confidence  and not to disclose them or allow them to be disclosed,  directly or
indirectly, to any person or entity other than those persons or entities who are
employed by or affiliated with Medical  Management or Doctor's Care, without the
prior written  consent of Medical  Management.  Doctor's Care shall not,  either
during the term of this Agreement, or at any time after the expiration or sooner
termination of this Agreement, disclose to anyone other than persons or entities
who are employed by or affiliated  with Medical  Management or Doctor's Care any
confidential or proprietary  information or trade secret information obtained by
Doctor's  Care from Medical  Management,  except as  otherwise  required by law.
Doctor's  Care agrees to require  each  independent  contractor  and employee of
Doctor's  Care,  and any such  persons or entities to whom such  information  is
disclosed for the purpose of  performance  of Medical  Management's  or Doctor's
Care's   obligations  under  this  Agreement,   to  execute  a  "Confidentiality
Agreement" in a form acceptable to Medical Management.

         Doctor's Care  acknowledges and agrees that a breach of this Section 10
will result in irreparable harm to Medical Management which cannot be reasonably
or adequately  compensated in damages, and therefore Medical Management shall be
entitled to injunctive  and  equitable  relief to prevent a breach and to secure
enforcement  thereof,  in addition to any other relief or award to which Medical
Management may be entitled.

         11.      Cooperation.

                  11.1  Doctor's  Care and  Medical  Management  agree that they
shall at all times maintain an effective liaison and close cooperation with each
other to facilitate  provision of high quality and cost effective health care to
Patients.

                  11.2 Each of the parties  agrees to cooperate  fully with each
other in connection with the performance of their respective  obligations  under
this  Agreement,  and both parties agree to employ their best efforts to resolve
any dispute that may arise under or in connection with this  Agreement.  Subject
to Medical  Management  maintaining the  confidentiality  of patient records and
Doctor's Care's confidential information, Doctor's Care shall provide to Medical
Management full and complete access to Doctor's Care's premises, and to Doctor's
Care charts,  books, and records,  in order that Medical  Management can perform
its functions hereunder.

                  11.3 During the term of this  Agreement,  Doctor's  Care shall
not add  facilities  or clinics for the practice of medicine by Doctor's  Care's
physicians without the prior approval of Medical Management.

                  11.4  Notwithstanding  any other provisions  contained herein,
Medical Management shall not be liable to Doctor's Care, and shall not be deemed
to be in default  hereunder,  for the  failure to perform or provide  any of the
supplies, services,  personnel, or other obligations to be performed or provided
by Medical Management  pursuant to this Agreement if such failure is a result of
a labor  dispute,  act of God, or any other event which is beyond the reasonable
control of Medical Management.

         12. License of Intellectual Property. During the term of this Agreement
and any extension or renewals thereof,  each of the party's hereto hereby grants
royalty  free to the other party hereto the  non-exclusive  right and license to
use any and all  trademarks,  trade  names,  service  marks,  logos,  and  other
intellectual   property  rights  owned  by  the  granting  party.  The  licensed
intellectual property and any goodwill associated therewith are and shall at all
times remain the property of the granting party.

         13.  Doctor's Care Patient  Grievances.  Medical  Management  agrees to
comply with the  complaint,  grievance and  disenrollment  policies of Payors in
resolving any Patient grievances related to the provision of medical services by
Doctor's Care.  Doctor's Care shall bring to the attention of Medical Management
all  applicable  complaints or grievances  involving  Doctor's Care, and Medical
Management shall promptly,  in accordance with any applicable Payor  procedures,
investigate  such  complaints and use its best efforts to resolve them in a fair
and equitable manner.  Medical Management agrees to notify Doctor's Care monthly
of any complaints from Patients and of actions taken or proposed with respect to
the disposition of such complaints.

         14.      Professional Training and Licensing Standards.

                  14.1 Medical  Management  warrants  that any provider  that it
engages to provide services to Patients is in compliance with applicable  local,
state, and federal laws,  regulations and/or licensing  requirements relating to
the provision of services that they will provide.

                  14.2  Doctor's Care shall provide  Medical  Management  with a
copy of credentials  requirements and agrees to provide Medical  Management with
documentation  that each physician  providing services to Doctor's Care Patients
is  appropriately  credentialled.  This  documentation  will  include  proof  of
licensure and specialty certification as applicable. This documentation shall be
maintained  on file by Medical  Management  and  reviewed by  Doctor's  Care and
Medical  Management  on an annual basis.  Doctor's Care will maintain  oversight
responsibility  to  assure  that  all  licensed   physicians  are  credentialled
according to its managed care Quality Assurance Program.

         15.      Non-Discrimination.

                  15.1 In the  performance of this  contract,  Doctor's Care and
Medical  Management  shall not unlawfully  discriminate  against any employee or
applicant for employment  because of race,  religion,  color,  national  origin,
ancestry,  physical or  psychological  disability,  medical  condition,  marital
status,  age, sex or sexual  orientation.  Doctor's Care and Medical  Management
shall insure that the evaluation and treatment of their employees and applicants
for  employment  are free of such  discrimination  and shall comply with all the
provisions of law applicable thereto.

                  15.2  The  applicable  regulations  of  law  relating  to  the
treatment  and  evaluation  of  employees  and  applicants  for  employment  are
incorporated  into this  Agreement by reference and made a part hereof as if set
forth in full. Doctor's Care and Medical Management shall give written notice of
their obligations under this clause to labor  organizations with which they have
a collective bargaining or other agreement.

         16.  Arbitration.  If a dispute or matter in controversy arises between
the parties hereto which they are unable to resolve to their mutual satisfaction
within ten (10) days of written notice from one to the other of the existence of
such  dispute,  then  either  party may notify the other  party in writing  (the
"Notice")  that the  dispute be  submitted  to binding  arbitration  as provided
herein.  The arbitration  panel shall consist of three (3)  arbitrators,  one of
whom shall be selected by Medical Management,  one of which shall be selected by
Doctor's  Care,  each  within  10 days of the  Notice,  and the  third  shall be
selected  by the first two  within ten (10) days of their  selection.  If either
party shall fail to make a selection  within ten (10) days, the first arbitrator
shall  select the  remaining  two (2).  In the event that any  arbitrator  shall
resign or otherwise fail to perform his duties,  his successor shall immediately
be selected by the party who selected such arbitrator in the first instance. The
arbitration  panel  shall have the  authority  to assess  costs and shall  award
attorneys' fees. Either party may have recourse to the courts for enforcement of
the  award of the  arbitration  panel.  Notwithstanding  any  provision  of this
Section 16, the  arbitration  panel shall have no authority to override  Medical
Management's exclusive authority over the ongoing major or central operations of
Doctor's Care, as specifically set forth in Subsection 3.17 and as otherwise set
forth in this  Agreement.  With respect to any dispute brought by Doctor's Care,
the  arbitration  panel  and any  court  of  competent  jurisdiction  may  order
termination of this Agreement only upon a finding beyond a reasonable doubt that
Medical Management (a) was grossly negligent, (b) committed a fraudulent act, or
(c) committed illegal acts.

         17.  Waiver of  Violation.  The  waiver by either  party of a breach or
violation  of any  provision  of  this  Agreement  shall  not  operate  as or be
construed as a waiver of any subsequent breach thereof.

         18.      Miscellaneous.

                  18.1 Enforceability.  If any provision of this Agreement shall
be for any reason invalid or  unenforceable,  the remaining  provisions shall be
nevertheless effective.

                  18.2 Amendments. This Agreement constitutes the entire written
understanding  between the parties and may only be amended by Medical Management
providing notice to Doctor's Care of such amendment.

                  18.3     Independent Relationship.

                  In  the  performance  of  this   Agreement,   it  is  mutually
understood  and agreed  that all  physicians  practicing  medicine at any of the
Offices are at all times acting and  performing as employees of Doctor's Care or
as independent contractors with Doctor's Care ("Doctor's Care's Physicians") and
not employees or agents of Medical Management.  Medical Management shall neither
have nor exercise any control or  direction  over the methods by which  Doctor's
Care or Doctor's  Care's  Physicians  shall practice  medicine.  The function of
Medical Management is to provide Doctor's Care with all non-medical  services in
a competent,  efficient,  and  satisfactory  manner.  Doctor's Care and Doctor's
Care's  Physicians shall have no claim under this Agreement or otherwise against
Medical Management for workers' compensation,  unemployment  compensation,  sick
leave, vacation pay, retirement benefits, Social Security benefits, or any other
employee  benefits,  all of which shall be the sole  responsibility  of Doctor's
Care. Since Doctor's Care's Physicians are not employees of Medical  Management,
it shall not withhold on behalf of Doctor's Care's  Physicians  pursuant to this
Agreement any sums for income tax, unemployment  insurance,  Social Security, or
otherwise pursuant to any law or requirement of any governmental agency, and all
such  withholding,  if any is  required,  shall  be the sole  responsibility  of
Doctor's  Care.   Doctor's  Care  shall  indemnify  and  hold  harmless  Medical
Management from any and all loss or liability arising with respect to any of the
foregoing benefits or withholding requirements.

                  18.4   Assignability.   This  Agreement  and  all  rights  and
obligations  hereunder  may not be assigned by Doctor's  Care  without the prior
written  consent of  Medical  Management.  Medical  Management  may assign  this
Agreement or any or all rights and obligations hereunder at any time upon notice
to Doctor's Care.
     18.5 Governing Law. This  Agreement  shall be construed in accordance  with
the laws of the State of South Carolina.

                                              [SIGNATURE PAGE ATTACHED]


<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Administrative  Services  Agreement  to be  executed  by their  duly  authorized
representatives as of the date first above written.

UCI MEDICAL AFFILIATES OF GEORGIA, INC.



By: /S/ M. F. MCFARLAND, III, M.D.
     M.F. McFarland, III, M.D.
Title: President and Chief Executive Officer

Address:

1901 Main Street
Suite 1200
Columbia, SC 29201

DOCTOR'S CARE OF TENNESSEE, P.C.



By: /S/ JERRY F. WELLS, JR.
      Jerry F. Wells, Jr.
Title: Secretary and Treasurer

Address:

1901 Main Street
Suite 1200
Columbia, SC 29201



<PAGE>


























                                  Exhibit 99.1

                                  News Release
                               dated May 14, 1998

                          announcing the acquisition of
                Atlanta based MainStreet Healthcare Corporation,
     the acquisition of the Columbia, SC, practice of Allan M. Weldon, M.D.
                 and the second quarter fiscal year 1998 results


<PAGE>


                                  Exhibit 99.1

                                  NEWS RELEASE


     UCI MEDICAL AFFILIATES, INC. COMPLETES THE ACQUISITION OF ATLANTA BASED
                       MAINSTREET HEALTHCARE CORPORATION

                       Company Acquires the Columbia, SC,
                          practice of Allan M. Weldon,
                                      M.D.

             Company Reports Second Quarter Fiscal Year 1998 Results


Columbia,  S.C. - May 14, 1998 - UCI Medical  Affiliates,  Inc.  (NASDAQ:  UCIA)
announced  today  that it has  acquired  the  assets  of  MainStreet  Healthcare
Corporation of Atlanta,  Georgia for a combination of cash,  debt, UCI stock and
debt assumption,  effective May 1, 1998. MainStreet, with annualized revenues of
approximately $7 million and with approximately 100 employees, owns and operates
nine primary care medical  offices in the Atlanta,  Georgia area and two primary
care medical offices in Knoxville,  Tennessee.  The issuance of the UCI stock is
subject  to the  approval  of the UCI  shareholders  at the  forthcoming  annual
meeting.

"UCI's continuing growth through practice acquisitions in both its home state of
South Carolina and in neighboring southeastern states should result in UCI being
recognized nationally as a significant regional player in the physician practice
management  industry and thereby further enhance  shareholder  value," said M.F.
McFarland,  III, M.D.,  UCI's  President and Chief Executive  Officer.  With the
MainStreet  acquisition,  UCI and its affiliated Doctor's Care, P.A. will employ
approximately 120 full and part time primary care providers.

Concurrent  with the  acquisition  of  MainStreet,  UCI completed a $1.2 million
private placement of its common stock through Allen & Company,  Incorporated,  a
New York based  investment  banking firm.  The proceeds will be used for working
capital needs and for the cash portion of the MainStreet acquisition.

UCI additionally  completed the acquisition of  substantially  all the assets of
the medical  practice of Allan M. Weldon,  M.D.,  effective  March 1, 1998.  Dr.
Weldon's  primary  care  practice  was merged into  Midtown  Family  Practice in
Columbia, SC, one of UCI's Family Medicine Division existing locations.

The Company also  announced  that  revenue for the second  quarter of the fiscal
year ending  September 30, 1998 increased by 28% to $8,615,000  from  $6,715,000
for the first  quarter of the fiscal  year ended  September  30,  1997.  Revenue
growth is attributed to both same center increases in patient visits and patient
charges at established centers and to the expansion in the number of centers UCI
operates.

Patient  encounters  increased  to 119,000 in the second  quarter of fiscal year
1998 from 95,000 in the second quarter of fiscal year 1997.


                                                          (Over)


<PAGE>


The  Company  reported a net loss of  $174,000  or $.03 per share for the second
quarter of fiscal  year 1998,  as  compared  to a profit of $192,000 or $.04 per
share  for the  second  quarter  of  fiscal  year  1997.  "Acquisitions  such as
MainStreet, where UCI can take over many of the administrative functions such as
billing and  collection  activities,  should allow UCI to more fully utilize the
corporate  infrastructure  that it has invested in over the past few years. This
will allow UCI and its acquirees to operate more profitably overall," said Jerry
F.  Wells,  Jr.,  CPA,  UCI's  Executive  Vice  President  of Finance  and Chief
Financial Officer.

The Company's  March 31, 1998 balance sheet reflects an increase in total assets
to  $23,234,000,  as  compared to  $20,864,000  at  September  30,  1997,  while
stockholders'  equity at March 31, 1998 decreased to $9,342,000  from $9,488,000
at September 30, 1997.

UCI Medical Affiliates,  Inc. provides non-medical management and administrative
services for freestanding  medical centers which operate as Doctor's Care urgent
care centers,  Doctor's  Surgical  Group,  Doctor's  Orthopedic  Group,  the UCI
Division of Family Medicine and Progressive Therapy Services.

            ------------------------------------------------
This  press  release  contains  forward-looking  statements  subject to the safe
harbor  created by the Private  Securities  Litigation  Reform Act of 1995.  The
Company  cautions  readers  of this  press  release  that  such  forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other factors
which may cause the actual  results,  performance or achievements of the Company
to  be   materially   different   from  those   expressed  or  implied  by  such
forward-looking  statements.  Although the  Company's  management  believes that
their  expectations of future  performance  are based on reasonable  assumptions
within the bounds of their knowledge of their business and operations, there can
be no  assurance  that  actual  results  will not differ  materially  from their
expectations.   Factors  which  could  cause  actual   results  to  differ  from
expectations  include,  among other things,  the difficulty in  controlling  the
Company's cost of providing healthcare and administering its network of Centers;
the  possible  negative  effects from changes in  reimbursement  and  capitation
payment levels and payment practices by insurance  companies,  healthcare plans,
government  payors and other  payment  sources;  the  difficulty  of  attracting
primary  care  physicians;   the  increasing   competition  for  patients  among
healthcare providers;  possible government regulations in multiple jurisdictions
negatively impacting the existing  organizational  structure of the Company; the
possible negative effects of prospective  healthcare  reform; the challenges and
uncertainties in the  implementation of the Company's  expansion and development
strategy; the dependence on key personnel,  and other factors described in other
reports filed by the Company with the Securities and Exchange Commission.
               ---------------------------------------------------

                                                           # # #


Contact: Jerry F. Wells, Jr., CPA
                  Executive Vice President of Finance
                  and Chief Financial Officer
                  UCI Medical Affiliates, Inc.
                  (803) 252-3661