EXHIBIT 10.32









                          UCI MEDICAL AFFILIATES, INC.
                           2007 EQUITY INCENTIVE PLAN
                          (Adopted as of March 7, 2007)




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                          UCI MEDICAL AFFILIATES, INC.
                           2007 EQUITY INCENTIVE PLAN
                          (Adopted as of March 7, 2007)
1.       Purpose

This 2007 Equity Incentive Plan (the "Plan"), effective as of March 7, 2007, is
established by UCI Medical Affiliates, Inc. ("UCI" or the "Company"), to use
Common Stock in UCI ("Common Stock") as a tool to encourage employees of UCI and
its subsidiaries, its affiliates and its joint ventures to work together to
increase the overall value of UCI Common Stock. UCI believes the Plan will serve
the interests of UCI and its stockholders because it allows employees to have a
greater personal financial interest in UCI through ownership of its Common
Stock, the right to acquire its Common Stock, or other Plan Awards and Rights
that are measured and paid based on UCI's performance. These Plan features
should, in turn, stimulate employees' efforts on UCI's behalf, and maintain and
strengthen their desire to remain with UCI. UCI also believes the Plan will
assist in the recruitment of employees. The types of equity Incentives under
this Plan include:

         (a)......Incentive Stock Options;

         (b)......Nonqualified Stock Options;

         (c)......Stock Appreciation Rights;

         (d)......Restricted Stock Grants;

         (e)......Performance Shares;

         (f)......Share Awards; and

         (g)......Phantom Stock Awards.

2.       Administration

The Plan shall be administered by the Compensation Committee of the Board of
Directors of UCI (the "Committee"). A Director of UCI may serve on the Committee
only if he or she (i) is a "Non-Employee Director" for purposes of Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
(ii) satisfies the requirements of an "outside director" for purposes of Section
162(m) of the Internal Revenue Code (the "Code"). The Committee shall be
responsible for the administration of the Plan including, without limitation,
determining which Eligible Employees receive Incentives, the types of Incentives
they receive under the Plan, the number of shares covered by Incentives granted
under the Plan, and the other terms and conditions of such Incentives.
Determinations by the Committee under the Plan including, without limitation,
determinations of the Eligible Employees, the form, amount and timing of
Incentives, the terms and provisions of Incentives and the writings evidencing
Incentives, need not be uniform and may be made selectively among Eligible
Employees who receive, or are eligible to receive, Incentives hereunder, whether
or not such Eligible Employees are similarly situated.

The Committee shall have the responsibility of construing and interpreting the
Plan, including the right to construe disputed or doubtful Plan provisions, and
of establishing, amending and construing such rules and regulations as it may
deem necessary or desirable for the proper administration of the Plan. Any
decision or action taken or to be taken by the Committee, arising out of or in
connection with the construction, administration, interpretation and effect of
the Plan and of its rules and regulations, shall, to the maximum extent
permitted by applicable law, be within its absolute discretion and shall be
final, binding and conclusive upon UCI, all Eligible Employees and any person
claiming under or through any Eligible Employee.

The Committee, as permitted by applicable state law, may delegate any or all of
its power and authority hereunder to the Chief Executive Officer or such other
senior member of management as the Committee deems appropriate; provided,
however, that the Committee may not delegate its authority with regard to any
matter or action affecting an officer subject to Section 16 of the Exchange Act
and that no such delegation shall be made in the case of Incentives intended to
be qualified as "performance-based compensation" under Section 162(m) of the
Code.


3.       Eligibility

         (a)      Employees. Regular full-time and part-time employees employed
                  by UCI, its parent, if any, or its subsidiaries, its
                  affiliates and its joint ventures, including officers, whether
                  or not directors of UCI, and employees of a joint venture
                  partner or affiliate of UCI who provide services to the joint
                  venture with such partner or affiliate (each such person, an
                  "Employee"), shall be eligible to participate in the Plan if
                  designated by the Committee ("Eligible Employees").

     (b)  Non-employees.  The  term  "Employee"  shall  not  include  any of the
following (collectively,  "Excluded Persons"): a director who is not an employee
or an  officer;  a person  who is an  independent  contractor,  or agrees or has
agreed that he/she is an independent contractor;  a person who has any agreement
or  understanding  with UCI, or any of its affiliates or joint venture  partners
that  he/she  is not  an  employee  or an  Eligible  Employee,  even  if  he/she
previously had been an employee or Eligible  Employee;  a person who is employed
by a temporary or other employment agency,  regardless of the amount of control,
supervision  or  training  provided  by  UCI  or its  affiliates;  or a  "leased
employee" as defined under  Section 414 (n) of the Code.  An Excluded  Person is
not an Eligible Employee and cannot receive  Incentives even if a court,  agency
or other  authority  rules that  he/she is a  common-law  employee of UCI or its
affiliates.

     (c) No Right To Continued  Employment.  Nothing in the Plan shall interfere
with or limit in any way the right of UCI,  its parent,  its  subsidiaries,  its
affiliates or its joint ventures to terminate the employment of any  participant
at any time, nor confer upon any participant the right to continue in the employ
of UCI, its parent, its subsidiaries,  its affiliates or its joint ventures.  No
Eligible  Employee  shall  have a right to  receive  an  Incentive  or any other
benefit under this Plan or having been granted an Incentive or other benefit, to
receive  any  additional  Incentive  or other  benefit.  Neither the award of an
Incentive nor any benefits  arising under such  Incentives  shall  constitute an
employment  contract with UCI, its parent,  its subsidiaries,  its affiliates or
its joint ventures,  and, accordingly,  this Plan and the benefits hereunder may
be terminated  at any time in the sole and  exclusive  discretion of UCI without
giving rise to liability on the part of UCI, its parent,  its subsidiaries,  its
affiliates  or its joint  ventures  for  severance.  Except as may be  otherwise
specifically  stated in any other  employee  benefit plan,  policy,  or program,
neither  any  Incentive  under this Plan nor any amount  realized  from any such
Incentive  shall be treated as  compensation  for any purposes of calculating an
employee's benefit under any such plan, policy, or program.

4.       Term of the Plan

This Plan shall be effective as of March 7, 2007, subject to the approval of the
Plan by the affirmative vote of the stockholders of UCI entitled to vote thereon
at the time of such approval. No Incentive shall be granted under the Plan after
March 6, 2017, but the term and exercise of Incentives granted theretofore may
extend beyond that date.

5.       Incentives

Incentives under the Plan may be granted in any one or a combination of (a)
Incentive Stock Options, (b) Nonqualified Stock Options, (c) Stock Appreciation
Rights, (d) Restricted Stock Grants, (e) Performance Shares, (f) Share Awards
and (g) Phantom Stock Awards (collectively "Incentives"). All Incentives shall
be subject to the terms and conditions set forth herein and to such other terms
and conditions as may be established by the Committee.

6.       Shares Available for Incentives

     (a) Shares Available.  Subject to the provisions of Section 6(c) below, the
maximum  number of shares  of Common  Stock of UCI that may be issued  under the
Plan is One  Million  (1,000,000).  Any  shares  under  this  Plan  that are not
purchased or awarded under an Incentive that has lapsed, expired,  terminated or
been cancelled,  may be used for the further grant of Incentives under the Plan.
Incentives  and similar  awards  issued by an entity that is merged into or with
UCI, acquired by UCI or otherwise  involved in a similar  corporate  transaction
with UCI are not considered  issued under this Plan.  Shares under this Plan may
be delivered by UCI from its authorized  but unissued  shares of Common Stock or
from issued and reacquired  Common Stock held as treasury  stock, or both. In no
event shall fractional shares of Common Stock be issued under the Plan.

     (b) Limit on an Individual's Incentives.  In any calendar year, no Eligible
Employee  may receive (i)  Incentives  covering  more than One Hundred  Thousand
(100,000)  shares of UCI's Common Stock (such number of shares shall be adjusted
in  accordance  with Section 6(c) below),  or (ii) any  Incentive if such person
owns more than 10 percent of the stock of UCI within the  meaning of Section 422
of the Code, or (iii) any Incentive  Stock Option,  as defined in Section 422 of
the Code, that would result in such person  receiving a grant of Incentive Stock
Options for stock that would have an  aggregate  fair market  value in excess of
$100,000,  determined as of the time that the Incentive Stock Option is granted,
that would be exercisable  for the first time by such person during any calendar
year.

         (c)      Adjustment of Shares. In the event of a reorganization,
                  recapitalization, stock split, stock dividend, combination of
                  shares, merger, consolidation, rights offering, spin off,
                  split off, split up or other event identified by the
                  Committee, the Committee shall make such adjustments, if any,
                  as it may deem appropriate in (i) the number and kind of
                  shares authorized for issuance under the Plan, (ii) the number
                  and kind of shares subject to outstanding Incentives, (iii)
                  the option price of Stock Options and (iv) the fair market
                  value of Stock Appreciation Rights. Any such determination
                  shall be final, binding, and conclusive on all parties.



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7.       Stock Options

The Committee may grant options qualifying as Incentive Stock Options as defined
in Section 422 of the Code, and options other than Incentive Stock Options
("Nonqualified Options") (collectively "Stock Options"). Such Stock Options
shall be subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe:

         (a)      Stock Option Price. The option price per share with respect to
                  each Stock Option shall be determined by the Committee, but
                  shall not be less than 100 percent of the fair market value of
                  the Common Stock on the date the Stock Option is granted, as
                  determined by the Committee.

         (b)      Period of Stock Option. The period of each Stock Option shall
                  be fixed by the Committee, provided that the period for all
                  Stock Options shall not exceed ten years from the grant. The
                  Committee may, subsequent to the granting of any Stock Option,
                  extend the term thereof, but in no event shall the extended
                  term exceed ten years from the original grant date.

     (c)  Exercise of Stock  Option and Payment  Therefore.  No shares  shall be
issued until full  payment of the option  price has been made.  The option price
may be paid in cash or, if the Committee  determines,  in shares of Common Stock
or a combination of cash and shares of Common Stock.  If the Committee  approves
the use of shares  of Common  Stock as a payment  method,  the  Committee  shall
establish such conditions as it deems appropriate for the use of Common Stock to
exercise a Stock Option. Stock Options awarded under the Plan shall be exercised
through such  procedure or program as the Committee may establish or define from
time to time,  which  may  include  a  designated  broker  that  must be used in
exercising such Stock Options.  The Committee may establish rules and procedures
to permit an  optionholder  to defer  recognition of gain upon the exercise of a
Stock Option.

         (d)      First Exercisable Date. The Committee shall determine how and
                  when shares covered by a Stock Option may be purchased. The
                  Committee may establish waiting periods, the dates on which
                  Stock Options become exercisable or "vested" and, subject to
                  paragraph (b) of this section, exercise periods. The Committee
                  may accelerate the exercisability of any Stock Option or
                  portion thereof.

     (e)  Termination  of  Employment.   Unless  determined   otherwise  by  the
Committee,  upon the termination of a Stock Option grantee's employment (for any
reason other than gross misconduct), Stock Option privileges shall be limited to
the shares that were  immediately  exercisable at the date of such  termination.
The Committee,  however,  in its discretion,  may provide that any Stock Options
outstanding  but not yet  exercisable  upon the  termination  of a Stock  Option
grantee's  employment  may  become  exercisable  in  accordance  with a schedule
determined by the Committee.  Such Stock Option  privileges  shall expire unless
exercised within such period of time after the date of termination of employment
as  may be  established  by  the  Committee,  but in no  event  later  than  the
expiration date of the Stock Option.

         (f)      Termination Due to Misconduct. If a Stock Option grantee's
                  employment is terminated for gross misconduct, as determined
                  by UCI, all rights under the Stock Option shall expire upon
                  the date of such termination.

         (g)      Limits on Incentive Stock Options. Except as may otherwise be
                  permitted by the Code, an Eligible Employee may not receive a
                  grant of Incentive Stock Options for stock that would have an
                  aggregate fair market value in excess of $100,000 (or such
                  other amount as the Internal Revenue Service may decide from
                  time to time), determined as of the time that the Incentive
                  Stock Option is granted, that would be exercisable for the
                  first time by such person during any calendar year .

8.       Stock Appreciation Rights

The Committee may, in its discretion, grant a right to receive the appreciation
in the fair market value of shares of Common Stock ("Stock Appreciation Right")
either singly or in combination with an underlying Stock Option granted
hereunder. Such Stock Appreciation Right shall be subject to the following terms
and conditions and such other terms and conditions as the Committee may
prescribe:

     (a) Time and Period of Grant. If a Stock Appreciation Right is granted with
respect  to an  underlying  Stock  Option,  it may be granted at the time of the
Stock Option grant or at any time  thereafter but prior to the expiration of the
Stock Option grant. If a Stock  Appreciation Right is granted with respect to an
underlying Stock Option, at the time the Stock Appreciation Right is granted the
Committee  may limit the  exercise  period  for such Stock  Appreciation  Right,
before and after which  period no Stock  Appreciation  Right shall attach to the
underlying  Stock  Option.  In no event  shall the  exercise  period for a Stock
Appreciation Right granted with respect to an underlying Stock Option exceed the
exercise period for such Stock Option. If a Stock  Appreciation Right is granted
without  an  underlying  Stock  Option,  the period  for  exercise  of the Stock
Appreciation Right shall be set by the Committee.

     (b) Value of Stock  Appreciation  Right. If a Stock  Appreciation  Right is
granted with respect to an underlying Stock Option, the grantee will be entitled
to surrender the Stock Option which is then  exercisable and receive in exchange
therefore  an amount  equal to the excess of the fair market value of the Common
Stock on the date the  election to  surrender  is received by UCI in  accordance
with  exercise  procedures  established  by UCI over the Stock Option price (the
"Spread")  multiplied by the number of shares  covered by the Stock Option which
is surrendered.  If a Stock  Appreciation Right is granted without an underlying
Stock Option,  the grantee will receive upon exercise of the Stock  Appreciation
Right an amount equal to the excess of the fair market value of the Common Stock
on the date the election to surrender such Stock  Appreciation Right is received
by UCI in accordance with exercise  procedures  established by UCI over the fair
market value of the Common Stock on the date of grant  multiplied  by the number
of shares covered by the grant of the Stock Appreciation Right.  Notwithstanding
the  foregoing,  in its sole  discretion  the  Committee at the time it grants a
Stock  Appreciation  Right may  provide  that the  Spread  covered by such Stock
Appreciation Right may not exceed a specified amount.

         (c)      Payment of Stock Appreciation Right. Payment of a Stock
                  Appreciation Right shall be in the form of shares of Common
                  Stock, cash or any combination of shares and cash. The form of
                  payment upon exercise of such a right shall be determined by
                  the Committee either at the time of grant of the Stock
                  Appreciation Right or at the time of exercise of the Stock
                  Appreciation Right.

9.       Performance Share Awards

The Committee may grant awards under which payment may be made in shares of
Common Stock, cash or any combination of shares and cash if the performance of
UCI or its parent or any subsidiary, division, affiliate or joint venture of UCI
selected by the Committee during the Award Period meets certain goals
established by the Committee ("Performance Share Awards"). Such Performance
Share Awards shall be subject to the following terms and conditions and such
other terms and conditions as the Committee may prescribe:

     (a) Award Period and Performance  Goals . The Committee shall determine and
include  in a  Performance  Share  Award  grant  the  period of time for which a
Performance  Share Award is made  ("Award  Period").  The  Committee  also shall
establish  performance  objectives  ("Performance  Goals") to be met by UCI, its
parent, subsidiary, division, affiliate or joint venture of UCI during the Award
Period as a condition to payment of the Performance Share Award. The Performance
Goals may include share price,  pre-tax profits,  earnings per share,  return on
stockholders'  equity, return on assets, sales, net income or any combination of
the   foregoing   or,   solely  for  an  Award  not   intended   to   constitute
"performance-based  compensation"  under Section  162(m) of the Code,  any other
financial or other  measurement  established by the Committee.  The  Performance
Goals may include minimum and optimum objectives or a single set of objectives.

     (b) Payment of Performance Share Awards.  The Committee shall establish the
method of calculating the amount of payment to be made under a Performance Share
Award if the  Performance  Goals  are met,  including  the  fixing  of a maximum
payment.  The  Performance  Share Award shall be expressed in terms of shares of
Common Stock and referred to as "Performance Shares". After the completion of an
Award  Period,  the  performance  of  UCI,  its  parent,  subsidiary,  division,
affiliate  or joint  venture of UCI shall be measured  against  the  Performance
Goals, and the Committee shall  determine,  in accordance with the terms of such
Performance Share Award, whether all, none or any portion of a Performance Share
Award shall be paid. The Committee, in its discretion, may elect to make payment
in shares of Common Stock,  cash or a combination  of shares and cash.  Any cash
payment shall be based on the fair market value of  Performance  Shares on or as
soon as practicable  prior to, the date of payment.  The Committee may establish
rules and procedures to permit a grantee to defer recognition of income upon the
attainment of a Performance Share Award.

         (c)      Revision of Performance Goals. As to any Award not intended to
                  constitute "performance-based compensation" under Section
                  162(m) of the Code, at any time prior to the end of an Award
                  Period, the Committee may revise the Performance Goals and the
                  computation of payment if unforeseen events occur which have a
                  substantial effect on the performance of UCI, its parent,
                  subsidiary, division, affiliate or joint venture of UCI and
                  which, in the judgment of the Committee, make the application
                  of the Performance Goals unfair unless a revision is made.

         (d)      Requirement of Employment. A grantee of a Performance Share
                  Award must remain in the employ of UCI, its parent,
                  subsidiary, affiliate or joint venture until the completion of
                  the Award Period in order to be entitled to payment under the
                  Performance Share Award; provided that the Committee may, in
                  its discretion, provide for a full or partial payment where
                  such an exception is deemed equitable.

         (e)      Dividends. The Committee may, in its discretion, at the time
                  of the granting of a Performance Share Award, provide that any
                  dividends declared on the Common Stock during the Award
                  Period, and which would have been paid with respect to
                  Performance Shares had they been owned by a grantee, be (i)
                  paid to the grantee, or (ii) accumulated for the benefit of
                  the grantee and used to increase the number of Performance
                  Shares of the grantee.

         (f)      Limit on Performance Share Awards. Incentives granted as
                  Performance Share Awards under this section, Restricted Stock
                  Grants under Section 10 and Other Share Based Awards under
                  Section 11 shall not exceed, in the aggregate, One Million
                  (1,000,000) shares of Common Stock (such number of shares
                  shall be adjusted in accordance with Section 6(c)).

10.      Restricted Stock Grants

The Committee may award shares of Common Stock to an Eligible Employee, which
shares shall be subject to the following terms and conditions and such other
terms and conditions as the Committee may prescribe ("Restricted Stock Grant"):

     (a) Requirement of Employment.  A grantee of a Restricted  Stock Grant must
remain in the  employment  of UCI during a period  designated  by the  Committee
("Restriction  Period") in order to retain the shares under the Restricted Stock
Grant.  If the  grantee  leaves  the  employment  of UCI prior to the end of the
Restriction Period, the Restricted Stock Grant shall terminate and the shares of
Common Stock shall be returned  immediately  to UCI provided  that the Committee
may, at the time of the grant,  provide for the employment  restriction to lapse
with respect to a portion or portions of the Restricted Stock Grant at different
times during the Restriction Period. The Committee may, in its discretion,  also
provide for such complete or partial exceptions to the employment restriction as
it deems equitable.

         (b)      Restrictions on Transfer and Legend on Stock Certificates.
                  During the Restriction Period, the grantee may not sell,
                  assign, transfer, pledge or otherwise dispose of the shares of
                  Common Stock. Each certificate for shares of Common Stock
                  issued hereunder shall contain a legend giving appropriate
                  notice of the restrictions in the grant.

         (c)      Escrow Agreement. The Committee may require the grantee to
                  enter into an escrow agreement providing that the certificates
                  representing the Restricted Stock Grant will remain in the
                  physical custody of an escrow holder until all restrictions
                  are removed or expire.

         (d)      Lapse of Restrictions. All restrictions imposed under the
                  Restricted Stock Grant shall lapse upon the expiration of the
                  Restriction Period if the conditions as to employment set
                  forth above have been met. The grantee shall then be entitled
                  to have the legend removed from the certificates. The
                  Committee may establish rules and procedures to permit a
                  grantee to defer recognition of income upon the expiration of
                  the Restriction Period.

         (e)      Dividends. The Committee shall, in its discretion, at the time
                  of the Restricted Stock Grant, provide that any dividends
                  declared on the Common Stock during the Restriction Period
                  shall either be (i) paid to the grantee, or (ii) accumulated
                  for the benefit of the grantee and paid to the grantee only
                  after the expiration of the Restriction Period.

         (f)      Performance Goals. The Committee may designate whether any
                  Restricted Stock Grant is intended to be "performance-based
                  compensation" as that term is used in Section 162(m) of the
                  Code. Any such Restricted Stock Grant designated to be
                  "performance-based compensation" shall be conditioned on the
                  achievement of one or more Performance Goals (as defined in
                  Section 9(a)), to the extent required by Section 162(m).

         (g)      Limit on Restricted Stock Grant. Incentives granted as
                  Restricted Stock Grants under this section, Performance Share
                  Awards under Section 9 and Other Share Based Awards under
                  Section 11 shall not exceed, in the aggregate, One Million
                  (1,000,000) shares of Common Stock (such number of shares
                  shall be adjusted in accordance with Section 6(c)).

11.      Other Share-Based Awards

The Committee may grant an award of shares of common stock (a "Share Award" ) to
any Eligible Employee on such terms and conditions as the Committee may
determine in its sole discretion. Share Awards may be made as additional
compensation for services rendered by the Eligible Employee or may be in lieu of
cash or other compensation to which the Eligible Employee is entitled from UCI.
Incentives granted as Share-Based Awards under this section, Performance Share
Awards under Section 9 and Restricted Stock Grants under Section 10 shall not
exceed, in the aggregate, One Million (1,000,000) shares of Common Stock (such
number of shares shall be adjusted in accordance with Section 6(c)).

12.      Transferability

Each Incentive Stock Option granted under the Plan shall not be transferable
other than by will or the laws of descent and distribution; each other Incentive
granted under the Plan will not be transferable or assignable by the recipient,
and may not be made subject to execution, attachment or similar procedures,
other than by will or the laws of descent and distribution or as determined by
the Committee in accordance with regulations promulgated under the Securities
Exchange Act of 1934, or any other applicable law or regulation. Notwithstanding
the foregoing, the Committee, in its discretion, may adopt rules permitting the
transfer, solely as gifts during the grantee's lifetime, of Stock Options (other
than Incentive Stock Options) to members of a grantee's immediate family or to
trusts, family partnerships or similar entities for the benefit of such
immediate family members. For this purpose, immediate family member means the
grantee's spouse, parent, child, stepchild, grandchild and the spouses of such
family members. The terms of a Stock Option shall be final, binding and
conclusive upon the beneficiaries, executors, administrators, heirs and
successors of the grantee.

13.      Discontinuance or Amendment of the Plan

The Board of Directors may discontinue the Plan at any time and may from time to
time amend or revise the terms of the Plan as permitted by applicable statutes,
except that it may not, without the consent of the grantees affected, revoke or
alter, in a manner unfavorable to the grantees of any Incentives hereunder, any
Incentives then outstanding, nor may the Board amend the Plan without
stockholder approval where the absence of such approval would cause the Plan to
fail to comply with Rule 16b-3 under the Exchange Act, or any other requirement
of applicable law or regulation. Unless approved by UCI's stockholders or as
otherwise specifically provided under this Plan, no adjustments or reduction of
the exercise price of any outstanding Incentives shall be made in the event of a
decline in stock price, either by reducing the exercise price of outstanding
Incentives or through cancellation of outstanding Incentives in connection with
regranting of Incentives at a lower price to the same individual.

14.      No Limitation on Compensation

Nothing in the Plan shall be construed to limit the right of UCI to establish
other plans or to pay compensation to its employees, in cash or property, in a
manner which is not expressly authorized under the Plan.

15.      No Constraint on Corporate Action

Nothing in the Plan shall be construed (i) to limit, impair or otherwise affect
UCI's right or power to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, or to merge or consolidate, or
dissolve, liquidate, sell or transfer all or any part of its business or assets,
or (ii) except as provided in Section 13, to limit the right or power of UCI,
its parent, or any subsidiary, affiliate or joint venture to take any action
which such entity deems to be necessary or appropriate.

16.      Withholding Taxes

UCI shall be entitled to deduct from any payment under the Plan, regardless of
the form of such payment, the amount of all applicable income and employment
taxes required by law to be withheld with respect to such payment or may require
the Eligible Employee to pay to it such tax prior to and as a condition of the
making of such payment. In accordance with any applicable administrative
guidelines it establishes, the Committee may allow an Eligible Employee to pay
the amount of taxes required by law to be withheld from an Incentive by
withholding from any payment of Common Stock due as a result of such Incentive,
or by permitting the Eligible Employee to deliver to UCI, shares of Common Stock
having a fair market value, as determined by the Committee, equal to the amount
of such required withholding taxes.

17.      Compliance with Section 16

With respect to Eligible Employees subject to Section 16 of the Exchange Act
("Section 16 Officers"), transactions under the Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successor under the Exchange Act.
To the extent that compliance with any Plan provision applicable solely to the
Section 16 Officers is not required in order to bring a transaction by such
Section 16 Officer into compliance with Rule 16b-3, it shall be deemed null and
void as to such transaction, to the extent permitted by law and deemed advisable
by the Committee and its delegees. To the extent any provision of the Plan or
action by the Plan administrators involving such Section 16 Officers is deemed
not to comply with an applicable condition of Rule 16b-3, it shall be deemed
null and void as to such Section 16 Officers, to the extent permitted by law and
deemed advisable by the Plan administrators.

18.      Use of Proceeds

The proceeds received by UCI from the sale of stock under the Plan shall be
added to the general funds of UCI and shall be used for such corporate purposes
as the Board of Directors shall direct.




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19.      Governing Law

The Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of South Carolina without giving effect to
the principles of conflicts of laws.

20.      Offset and Suspension of Exercise

Anything to the contrary in the Plan notwithstanding, the Plan administrators
may (i) offset any Incentive by amounts reasonably believed to be owed to UCI by
the grantee and (ii) disallow an Incentive to be exercised or otherwise payable
during a time when UCI is investigating reasonably reliable allegations of gross
misconduct by the grantee.

21.      Effect of a Change in Control

         (a)......Options.

                  1.       Vesting of Options. Upon the occurrence of a Change
                           in Control, each Stock Option which is outstanding
                           immediately prior to the Change in Control, shall
                           immediately become fully vested and exercisable.

     2.  Post-Termination  Exercise  Period.  If Stock  Options  continue  to be
outstanding  following  the Change in Control or are  exchanged for or converted
into Successor Options, then the portion of such Stock Options or such Successor
Options, as applicable, that is vested and exercisable immediately following the
termination  of  employment  of the holder  thereof  after the Change in Control
shall remain exercisable following such termination for five years from the date
of such termination (but not beyond the remainder of the term thereof) provided,
however,  that, if such termination is by reason of gross  misconduct,  death or
retirement (as these terms are applied to awards  granted under the Plan),  then
those  provisions of the Plan that are  applicable to a termination by reason of
gross misconduct, death or retirement shall apply to such termination.

     3.  Cashout of Stock  Options.  If the Stock  Options do not continue to be
outstanding  following  the  Change  in  Control  and are not  exchanged  for or
converted into Successor Options, each holder of a vested and exercisable option
shall be entitled to receive,  as soon as  practicable  following  the Change in
Control,  for each share of Common  Stock  subject  to a vested and  exercisable
option,  an amount of cash  determined by the  Committee  prior to the Change in
Control but in no event less than the excess of the Change in Control Price over
the exercise price thereof (subject to any existing  deferral  elections then in
effect).  If the consideration to be paid in a Change in Control is not entirely
shares  of common  stock of an  acquiring  or  resulting  corporation,  then the
Committee may, prior to the Change in Control,  provide for the  cancellation of
outstanding  Stock  Options  at the time of the Change in Control in whole or in
part for cash pursuant to this Section  21(a)(3) or may provide for the exchange
or conversion of outstanding  Stock Options at the time of the Change in Control
in whole or in part, and, in connection with any such provision,  may (but shall
not be  obligated  to) permit  holders of Stock  Options to make such  elections
related thereto as it determines are appropriate.



<PAGE>


         (b)......Restricted Stock Units and Performance Share Units.

                  1.       Vesting of Restricted Stock Units. Upon the
                           occurrence of a Change in Control, each unvested
                           restricted stock unit award which is outstanding
                           immediately prior to the Change in Control under the
                           Plan shall immediately become fully vested.

                  2.       Vesting of Performance Share Units. Upon the
                           occurrence of a Change in Control, each unvested
                           performance share unit award which is outstanding
                           immediately prior to the Change in Control under the
                           Plan shall immediately become vested in an amount
                           equal to the PSU Pro Rata Amount.

                  3.       Settlement of Restricted Stock Units and Performance
                           Share Units.

                           (i)      If the Common Stock continues to be widely
                                    held and freely tradable following the
                                    Change in Control or is exchanged for or
                                    converted into securities of a successor
                                    entity that are widely held and freely
                                    tradable, then the restricted stock units
                                    and the vested performance share units shall
                                    be paid in shares of Common Stock or such
                                    other securities as soon as practicable
                                    after the date of the Change in Control
                                    (subject to any existing deferral elections
                                    then in effect).

                           (ii)     If the Common Stock does not continue to be
                                    widely held and freely tradable following
                                    the Change in Control and is not exchanged
                                    for or converted into securities of a
                                    successor entity that are widely held and
                                    freely tradable, then the restricted stock
                                    units and the vested performance share units
                                    shall be paid in cash as soon as practicable
                                    after the date of the Change in Control
                                    (subject to any existing deferral elections
                                    then in effect).

         (c)......Other Provisions.

                  1.       Except to the extent required by applicable law, for
                           the entirety of the Protection Period, the material
                           terms of the Plan shall not be modified in any manner
                           that is materially adverse to the Qualifying
                           Participants (it being understood that this Section
                           21(c) shall not require that any specific type or
                           levels of equity awards be granted to Qualifying
                           Participants following the Change in Control).

                  2.       During the Protection Period, the Plan may not be
                           amended or modified to reduce or eliminate the
                           protections set forth in Section 21(c)(1) and may not
                           be terminated.

                  3.       UCI shall pay all legal fees and related expenses
                           (including the costs of experts, evidence and
                           counsel) reasonably and in good faith incurred by a
                           Qualifying Participant if the Qualifying Participant
                           prevails on his or her claim for relief in an action
                           (x) by the Qualifying Participant claiming that the
                           provisions of Section 21(c)(1) or 21(c)(2) of the
                           Plan have been violated (but, for avoidance of doubt,
                           excluding claims for plan benefits in the ordinary
                           course) and (y) if applicable, by UCI or the
                           Qualifying Participant's employer to enforce
                           post-termination covenants against the Qualifying
                           Participant.

         (d) Definitions. For purposes of this Section 21, the following terms
shall have the following meanings:

                  1.       "Change in Control" shall have the meaning set forth
                           in Section 409A of the Code and the regulations
                           issued thereunder.

     2. "Change in Control Price" shall mean,  with respect to a share of Common
Stock,  the higher of (A) the highest reported sales price, of such share in any
transaction  reported  on the New York Stock  Exchange  Composite  Tape or other
national  exchange on which such shares are listed,  or on the NASDAQ  quotation
system,  or the  average  of  the  high  and  low  bid  prices  reported  on the
over-the-counter  bulletin  board,  during  the  ten-day  period  prior  to  and
including  the date of a Change in Control,  and (B) if the Change in Control is
the result of a tender or exchange offer,  merger,  or other,  similar corporate
transaction,  the  highest  price per such share paid in such tender or exchange
offer,  merger or other,  similar corporate  transaction;  provided that, to the
extent all or part of the consideration paid in any such transaction consists of
securities or other noncash consideration, the value of such securities or other
noncash consideration shall be determined by the Committee.

                  3.       "Protection Period" shall mean the period beginning
                           on the date of the Change in Control and ending on
                           the second anniversary of the date of the Change in
                           Control.

     4. "PSU Pro Rata Amount" shall mean for each Performance  Share Unit award,
the amount  determined by  multiplying  (x) and (y),  where (x) is the number of
Target  Shares  subject to the  Performance  Share Unit award  times the Assumed
Performance  Percentage  and (y) is a fraction,  the  numerator  of which is the
number of whole and  partial  calendar  months  elapsed  during  the  applicable
performance  period  (counting  any  partial  month  as a whole  month  for this
purpose)  and the  denominator  of which is the  total  number  of months in the
applicable  performance  period.  The Assumed  Performance  Percentage  shall be
determined by (1) averaging the ranks during the Award Period as follows: (A) as
to any completed  performance year as of the Change in Control,  the actual rank
(except that,  if fewer than 90 days have elapsed  since the  completion of such
performance  year, the Target Rank shall be used), and (B) as to any performance
year that is  incomplete  or has not yet begun as of the Change in Control,  the
Target Rank, (2) rounding the average rank calculated  pursuant to the foregoing
clause (1) to the nearest whole number using ordinary  numerical  rounding,  and
(3) using the Final Award  Percentage  associated with the number  determined in
the foregoing  clause (2). The Target Rank is the rank  associated  with 100% on
the chart of Final Award Percentages.

                  5.       "Qualifying Participants" shall mean those
                           individuals who participate in the Plan (whether as
                           current or former employees) as of immediately prior
                           to the Change in Control.