Exhibit 10.32

                                      Second Amended Employment Agreement
                                         dated August 19, 1999 between
                                              Doctor's Care, P.A.
                                         and M.F. McFarland, III, M.D.


<PAGE>


STATE     OF SOUTH CAROLINA         )     SECOND AMENDED
                                    )     EMPLOYMENT AGREEMENT
COUNTY OF RICHLAND         )              BETWEEN DOCTOR'S CARE, P.A.
                                          AND M.F. MCFARLAND, III, M.D.

                  Doctor's Care, P.A., a South Carolina professional corporation
("Doctor's Care" or "Employer"),  has entered into an Employment Agreement dated
October 1, 1995  ("Agreement")  with M.F.  McFarland,  III, M.D.  ("McFarland"),
whereby  McFarland  is employed  to serve as  President  of Employer  for a term
commencing  October 1, 1995, and ending October 1, 2000.  Employer and McFarland
amended  the  Agreement  on August  10,  1998 to extend the term,  increase  the
compensation,  and modify  the  termination  procedures  thereof.  Employer  and
McFarland  now  desire  to  amend  the  Agreement  further  to  make  additional
amendments to the term, compensation,  and termination procedures thereof and to
restate the Agreement,  as amended,  in its entirety.  Accordingly,  the parties
have entered into this Second  Amended  Employment  Agreement  Between  Doctor's
Care, P.A. and M. F.  McFarland,  III, M.D., to be effective as of this 19th day
of August, 1999.

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

         2. Term.  The employment  shall commence on the date hereof,  and shall
continue through August 19, 2004,  unless earlier  terminated in accordance with
the provisions of Section 8 of this Agreement.

         3. Duties of McFarland.

                  A.  In  accepting  employment  by  Employer,  McFarland  shall
undertake  and  assume the  responsibility  of  performing  for and on behalf of
Employer the duties of the  President of Employer in Columbia,  South  Carolina.
Except with his written consent,  McFarland shall not be permanently assigned to
(i) any position of lower  professional  status,  or (ii) a location  outside of
Richland or Lexington Counties, South Carolina.

                  B. Other than McFarland's duties as an employee of UCI Medical
Affiliates of South Carolina,  Inc., during the term of this Agreement McFarland
shall be a full-time  employee of  Employer,  and shall  devote his full working
time and efforts to his duties  hereunder.  McFarland  shall  perform all of his
duties  hereunder  to the  best  of his  ability  and  shall  not,  directly  or
indirectly,  engage or  participate  in any activities in conflict with the best
interests of  Employer,  and will conduct all  activities  in strict  loyalty to
Employer. Without limiting the generality of the foregoing,  McFarland shall not
engage in any  activity  for  compensation  or  pecuniary  gain  other  than his
employment  hereunder,  his  employment  with UCI  Medical  Affiliates  of South
Carolina,  Inc., and passive  investing for the account of himself or members of
his household.

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

                  A. Base Salary. Commencing on October 1, 1998, McFarland shall
receive from Employer an annual salary of One Hundred Sixty-Seven  Thousand Five
Hundred Dollars and no/100  ($167,500.00),  payable in pay periods as determined
by Employer, but in no event less frequently than monthly. Commencing on October
1, 1999,  and on the  anniversary  date thereof every year until  termination of
this  Agreement,  McFarland's  annual salary shall be increased by three percent
(3%) per year to  compensate  for  increases  in the cost of  living.  The three
percent (3%) annual increase shall be calculated based upon  McFarland's  annual
salary on the anniversary date.

                  B.  Vacation.  During  the term of this  Agreement,  McFarland
shall be  entitled  to a total of thirty  (30)  business  days of paid  leave to
attend  conventions  and  professional  meetings and vacation time each calendar
year.  Such  vacation  and  leave  days are to be taken at such time or times as
McFarland may  reasonably  request,  subject to the Employer's  convenience  and
prior approval, which approval shall not be unreasonably withheld.  Vacation and
leave time may cumulate year to year up to a maximum of 60 days.

                  C.  Other  Benefits.   During  the  term  of  this  Agreement,
McFarland  shall  receive  from  Employer  such  other  benefits  (e.g.,  health
insurance coverage, life insurance coverage, participation in pension plans, and
participation  in stock option plans,  etc. ) reasonably  comparable  to, and no
worse  than,  those  benefits,  if  any,  generally  provided  to  other  senior
executives of Employer.

         The compensation  stated above is intended to be the total compensation
paid to McFarland.

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

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


                  A. During McFarland's  employment hereunder,  and for a period
of two (2) years after the termination of McFarland's  employment  hereunder for
any  reason,  McFarland  shall not  directly  or  indirectly  solicit  or divert
employment  of  any  employee  of  Employer's  business  or  employ  any  person
previously employed by Employer or its affiliates.

                  B. During McFarland's  employment hereunder,  and for a period
of two (2) years after the termination of McFarland's  employment  hereunder for
any reason,  McFarland  shall not directly or  indirectly  solicit,  divert,  or
convert, or assist another person or entity to solicit,  divert or convert,  the
customers of Employer or its affiliates to any other company or entity.

     C. During  McFarland's  employment  hereunder,  and for a period of one (1)
year after the  termination  of  McFarland's  employment  with  Employer for any
reason, McFarland shall not within the geographic area specified below engage in
any business or perform any services,  directly or  indirectly,  in  competition
with the business of Employer or its affiliates or have any interest, whether as
a  proprietor,   partner,  employee,  stockholder  (directly  or  beneficially),
principal,  agent,  consultant,  director,  officer, or in any other capacity or
manner whatsoever, in any enterprise that shall so engage; except that McFarland
shall  be  permitted  to  own  for  investment   purposes   only,   directly  or
beneficially,  up to (but not more than) 2% in the  aggregate  of the stock of a
competing  corporation which is  publicly-traded on a national stock exchange or
the NASDAQ  National  Market  System,  so long as McFarland is not a controlling
person of or a member of a group that controls,  such  corporation and McFarland
is not otherwise affiliated in any capacity with such corporation. The


<PAGE>


restrictions of this Section 6(C) shall apply everywhere  within a five (5) mile
radius of (i) any primary or urgent care facility  owned or operated by Employer
or an affiliate,  and (ii) each other  location  where Employer or any affiliate
maintains an office, in existence as of the date of such termination.

         7.       Reasonableness, Enforceability and Remedies.

                  A.  McFarland has carefully read and considered the provisions
of Section 5,6, and 7, and , having done so,  agrees that the  restrictions  set
forth in these  Sections,  including,  but not  limited  to, the time  period of
restriction  and  geographic  limitations  set forth in  Section 6, are fair and
reasonable  and are  reasonably  required for the  protection of the interest of
Employer and its officers, directors, shareholders, employees, and affiliates.

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

                  C.  McFarland  acknowledges  that the services he is to render
are of a special and unusual  character  with a unique value to Employer and its
affiliates,  the loss of which cannot adequately be compensated by damages in an
action at law. In the event of a breach or threatened breach by McFarland of any
of the  provisions  of Sections 5 or 6 hereof,  Employer or its  affiliates,  in
addition to and not in  limitation  of, any other rights,  remedies,  or damages
available to Employer or its affiliates under this Agreement,  shall be entitled
to a permanent  injunction  in order to prevent or  restrain  any such breach by
McFarland  or  by  McFarland's  partners,  agents,  representatives,   servants,
employers, employees, consulting clients, and/or any and all persons directly or
indirectly acting for or with him.

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

         8.       Termination.

                  A. For Cause By Employer.  Notwithstanding any other provision
  hereof,  Employer may terminate  McFarland's  employment  under this Agreement
  immediately  at any time for  "cause".  For  purposes  hereof the term "cause"
  shall be limited  to the  commission  of any of the  following  by  McFarland:
  dishonesty;  theft;  unethical  business  conduct;  indictment  for a  felony;
  willful failure to perform material duties on behalf of Employer; violation of
  the  terms  and   provisions   of  this   Agreement;   willful  or   recurring
  insubordination;  failure to attempt, in good faith, to comply with reasonable
  instructions  of  Employer;  McFarland's  license to practice  medicine in the
  State of South Carolina is revoked or otherwise terminated; or McFarland fails
  to follow  accepted  medical  practices or is guilty of  misconduct  under the
  principles  of medical  ethics of the  American  Medical  Association.  If the
  termination is for "cause," all compensation (including without limitation the
  Base Salary, and all perquisites and fringe benefits) to which McFarland would
  otherwise be entitled shall be discontinued  and forfeited as of the effective
  date of such termination.

                  B.  Termination  By  McFarland.  McFarland may with or without
cause  terminate  this  Agreement  upon  sixty(60)  days prior written notice to
Employer. In the event of such termination,  all compensation (including without
limitation the Base Salary and any perquisites and fringe  benefits,  if any) to
which  McFarland  would  otherwise be entitled  (for periods after the effective
date of the termination) shall be discontinued and forfeited as of the effective
date of such termination.

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

                  D. Death.  In the event McFarland dies during the term of this
Agreement,  this Agreement shall terminate and Employer shall pay to McFarland's
estate all Base Salary accrued but unpaid through the date of McFarland's death.

                  E. Without  Cause By Employer.  Employer  may  terminate  this
Agreement "without cause" at any time upon 30 days' written notice to McFarland.
In the event that  McFarland is  terminated  without  cause from his position as
President  of  Employer  or as  President  and Chief  Executive  Officer of UCI,
Employer and UCI shall pay McFarland a lump sum payment of Nine Hundred Thousand
Dollars and no/100  ($900,000.00).  All other  compensation  (including  without
limitation any perquisites and fringe benefits, if any) to which McFarland would
otherwise be entitled (for periods after the effective date of such termination)
shall  be  discontinued   and  forfeited  as  of  the  effective  date  of  such
termination.  In no event shall the total  amount  payable by Employer  and UCI,
jointly or severally,  under this Paragraph 8(E) and/or under  Paragraph 8(B) of
the Amended  Employment  Agreement  between  McFarland and UCI exceed the sum of
Nine Hundred Thousand Dollars and no/100 ($900,000.00).

                  F. Personal Guarantee  Assumption in the Event of Termination.
In the event of McFarland's  termination  by Employer  under any  circumstances,
Employer  shall assume any and all  liabilities  that  McFarland has  personally
guaranteed for the benefit of the Employer. Said guarantee assumption shall take
place within thirty (30) days of McFarland's  termination.  If Employer fails to
assume  any and all  liabilities  personally  guaranteed  by  McFarland  for the
benefit of the Employer within thirty (30) days of  termination,  Employer shall
pay McFarland One Thousand  Dollars and no/100  ($1,000.00)  per day starting on
the 30th day after  termination,  and each day thereafter until Employer assumes
such liabilities. The outstanding liabilities personally guaranteed by McFarland
for the  benefit of the  Employer as of the date hereof are listed on Schedule A
to this  Agreement.  McFarland  shall seek  approval  from  Employer's  Board of
Directors before making any future guarantees for the benefit of the Employer in
excess of Twenty-Five  Thousand  Dollars and no/100  ($25,000.00).  In addition,
McFarland shall provide  Employer's  Board of Directors prompt written notice of
any  future  guarantees  involving   Twenty-Five  Thousand  Dollars  and  no/100
($25,000.00) or less.

         9. Burden and Benefit.  This Agreement shall be binding upon, and shall
inure to the benefit of Employer,  McFarland,  Employer's affiliates,  and their
respective heirs, personal and legal representatives, successors, and assigns.

         10. Patients and Records. Employer and McFarland agree that all patient
lists,  records,  and charts are the  property  of the  Employer,  and that upon
termination of this  Agreement,  McFarland  shall not be entitled to receive any
patient lists, records, or charts.

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

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

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

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

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

         McFarland:                 M. F. McFarland, III, M. D.
                                            Doctor's Care, P.A.
                                            1901 Main St., Ste. 1200 (MC1105)
                                            Columbia, S.C.  29201

         With a copy to:                    David E. Dubberly, Esq.
                                 Duff, Dubberly, Turner, White & Boykin, L.L.C.
                                            P.O. Box 1486
                                            Columbia, SC  29202

         Employer:                          Doctor's Care, P.A.
                                            1901 Main St., Ste. 1200 (MC1105)
                                            Columbia, S.C.  29201
                                            Attn: M.F. McFarland, III, M. D.

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

         16. Entire Agreement.  This Agreement contains the entire agreement and
understanding  by  and  between  Employer  and  McFarland  with  respect  to the
employment  of  McFarland,  and no  representations,  promises,  agreements,  or
understandings,  written or oral  (including  that  Amendment to this  Agreement
dated  August  10 (17),  1998)  not  contained  herein  shall be of any force or
effect.  No change or  modification  of this Agreement shall be valid or binding
unless it is in writing and signed by the party intended to be bound.  No waiver
of any  provision of this  Agreement  shall be valid unless it is in writing and
signed by the party  against whom the waiver is sought to be enforced.  No valid
waiver of any  provision of this  Agreement at any time shall be deemed a waiver
of any other provision of this Agreement at such time or at any other time.

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

IN THE PRESENCE OF:                                  EMPLOYER:

/s/ Hannah H. James                                  DOCTOR'S CARE, P.A. (SEAL)
Witness

/s/ Brenda G. Sanders                          By: /s/ M.F. McFarland, III, M.D.
Witness                                              Its: President


                                                     MCFARLAND:


/s/ Hannah H. James                        /s/ M.F. McFarland, III, M.D.  (SEAL)
Witness                                              M.F. McFarland, III, M.D.

/s/ Brenda G. Sanders
Witness


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                                                  SCHEDULE A

        Outstanding Liabilities Personally Guaranteed By McFarland
<TABLE>
<S>                                     <C>                                   <C>
--------------------------------------- -------------------------------------- --------------------------------------
Lender                                  Remaining Term                         Balance at 5/31/99
--------------------------------------- -------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------- --------------------------------------

--------------------------------------- -------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------- --------------------------------------
            Carolina First                            54 months                              $ 450,000
--------------------------------------- -------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------- --------------------------------------
             AT&T Leasing                             9 months                                   10,000
--------------------------------------- -------------------------------------- --------------------------------------

</TABLE>