EXHIBIT 10.34

NOTE: Execution of this Adoption Agreement creates a legal liability of the
Employer with significant tax consequences to the Employer and Participants.The
Employer should obtain legal and tax advice from its professional advisors
before adopting the Plan. Principal Life Insurance Company disclaims all
liability for the legal and tax consequences which result from the elections
made by the Employer in this Adoption Agreement.


                    Principal Life Insurance Company, Raleigh, NC 27612
                              A member of the Principal Financial Group(R)





                    THE EXECUTIVE NONQUALIFIED "EXCESS" PLAN

                               ADOPTION AGREEMENT

     THIS  AGREEMENT is the adoption by UCI Medical  Affiliates of SC, Inc. (the
"Company")  of  the  Executive  ----------------------------------  Nonqualified
Excess Plan ("Plan").

                                                        WITNESSETH:

     WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified
deferred compensation plan; and

         WHEREAS, the provisions of the Plan are intended to comply with the
requirements of Section 409A of the Code and the regulations thereunder and
shall apply to amounts subject to section 409A; and

         WHEREAS, the Company has been advised by Principal Life Insurance
Company to obtain legal and tax advice from its professional advisors before
adopting the Plan.

         NOW, THEREFORE, the Company hereby adopts the Plan in accordance with
the terms and conditions set forth in this Adoption Agreement:

                                                         ARTICLE I

         Terms used in this Adoption Agreement shall have the same meaning as in
the Plan, unless some other meaning is expressly herein set forth. The Employer
hereby represents and warrants that the Plan has been adopted by the Employer
upon proper authorization and the Employer hereby elects to adopt the Plan for
the benefit of its Participants as referred to in the Plan. By the execution of
this Adoption Agreement, the Employer hereby agrees to be bound by the terms of
the Plan.

                                                         ARTICLE II

         The Employer hereby makes the following designations or elections for
the purpose of the Plan.



     2.6  Committee:  The duties of the Committee set forth in the Plan shall be
satisfied by: X (a) Company - __ (b) The administrative  committee  appointed by
the  Board to serve at the  pleasure  of the  Board.  __ (c)  Board __ (d) Other
(specify): ______.



<PAGE>


     2.8 Compensation:  The  "Compensation" of a Participant shall mean all of a
Participant's:   X  (a)  Base  Salary.   -  X  (b)  Service   Bonus.   -  X  (c)
Performance-Based  Compensation earned in a period of 12 months or more - __ (d)
Commissions.   __  (e)  Compensation  received  as  an  Independent   Contractor
reportable on Form 1099. __ (f) Other: _____.



     2.9  Crediting  Date:  The Deferred  Compensation  Account of a Participant
shall be credited with the amount of any Participant Deferral to such account at
the time  designated  below:  __ (a) The last business day of each Plan Year. __
(b) The last business day of each calendar  quarter during the Plan Year. __ (c)
The last  business  day of each  month  during  the Plan  Year.  __ (d) The last
business day of each payroll period during the Plan Year. __ (e) Each pay day as
reported by the Employer. X (f) Any business day on which Participant  Deferrals
are received by the Provider. - __ (g) Other:



     2.13  Effective  Date:  __ (a) This is a  newly-established  Plan,  and the
Effective Date of the Plan is _____. X (b) This is an amendment and  restatement
of a plan named - UCI Medical  Affiliates,  Inc. - Doctor's Care, P.A.  Deferred
Compensation Agreement with an effective date of 06/01/1998.  The Effective Date
of this amended and restated Plan is 01/01/2005.  This is amendment number 1. __
(i) All  amounts  in  Deferred  Compensation  Accounts  shall be  subject to the
provisions of this amended and restated Plan. X (ii) Any  Grandfathered  Amounts
shall be subject to the Plan rules - in effect on October 3, 2004.






<PAGE>


     2.20 Normal  Retirement  Age: The Normal  Retirement  Age of a  Participant
shall be: X (a) Age 65. - -- __ (b) The later of age __ or the __ anniversary of
the participation  commencement date. The participation commencement date is the
first  day  of  the  first  Plan  Year  in  which  the   Participant   commenced
participation in the Plan. __ (c) Other:


     2.23  Participating  Employer(s):  As of the Effective  Date, the following
Participating Employer(s) are parties to the Plan:
<TABLE>
<S>     <C>                                         <C>                         <C>                      <C>
                  Name of Employer                   Address                    Telephone                 EIN
                                                                                    No.

         UCI Medical Affiliates of SC, Inc.          4416 Forest Drive          (803) 782-4278
                                                                                                    59-2225346
         -------------------------------           ------------------
--------------                -----------

                                                    Columbia, SC 29206

                  Doctor's Care, P.A.                 4416 Forest Drive                 (803) 782-4278
------------------------------------------------      -----------------                 --------------
           57-0769093

                                                     Columbia, SC 29206
</TABLE>


     2.26 Plan: The name of the Plan is UCI Medical Affiliates,  Inc. - Doctor's
Care, P.A. Deferred  Compensation  Plan. 2.28 Plan Year: The Plan Year shall end
each  year on the last day of the month of  December.  --------  2.30  Seniority
Date:  The date on which a  Participant  has: X (a) Attained age 65. - -- __ (b)
Completed  ___Years of Service  from First Date of Service.  __ (c) Attained age
___and  completed  ___ Years of  Service  from  First  Date of  Service.  __ (d)
Attained  an age as  elected  by  the  Participant.  __  (e)  Not  applicable  -
distribution  elections for  Separation  from Service are not based on Seniority
Date.  <PAGE> 4.1 Participant  Deferral  Credits:  Subject to the limitations in
Section 4.1 of the Plan, a Participant  may elect to have his  Compensation  (as
selected in section 2.8 of this Adoption  Agreement)  deferred within the annual
limits below by the  following  percentage or amount as designated in writing to
the Committee: X (a) Base salary: - minimum deferral:  ______% maximum deferral:
$_____ or 30% -- X (b)  Service  Bonus:  -  minimum  deferral:  ______%  maximum
deferral:  $_____  or  30% -- X (c)  Performance-Based  compensation  -  minimum
deferral: ______% maximum deferral: $_____ or 30% -- __ (d) Commissions: minimum
deferral:   ______%  maximum  deferral:  $_____  or  _____%  __  (e)  Form  1099
Compensation:  minimum deferral:  ______% maximum deferral:  $_____ or _____% __
(f) Other:  minimum  deferral:  ______% maximum  deferral:  $_____ or _____% (g)
Participant deferrals not allowed. <PAGE> 4.2 Employer Credits: Employer Credits
will be made in the following manner: X (a) Employer  Discretionary Credits: The
Employer may make discretionary - credits to the Deferred  Compensation  Account
of each Active  Participant in an amount determined as follows:  X (i) An amount
determined  each Plan Year by the Employer - __ (ii) Other: X (b) Other Employer
Credits:  The  Employer  may make other  credits to the - Deferred  Compensation
Account of each Active  Participant in an amount determined as follows: X (i) An
amount determined each Plan Year by the Employer. - __ (ii) Other:  ___________.
__ (c) Employer  Credits not allowed.  5.2  Disability of a  Participant:  X (a)
Participants  may elect upon initial  enrollment to have accounts  distributed -
upon  becoming  Disabled.  __ (b)  Participants  may not elect to have  accounts
distributed  upon  becoming  Disabled.  5.3  Death  of  a  Participant:  If  the
Participant  dies  while in  Service,  the  Employer  shall pay a benefit to the
Beneficiary   in  an  amount  equal  to  the  vested  balance  in  the  Deferred
Compensation  Account of the  Participant  determined as of the date payments to
the  Beneficiary  commence,  plus:  __ (a) An  amount  to be  determined  by the
Committee. __ (b) Other: _________. X (c) No additional benefits.
                  -




















     5.4  In-Service  or  Education  Distributions:   In-Service  and  Education
Accounts are permitted  under the Plan: __ (a)  In-Service  Accounts are allowed
with respect to: __ Participant Deferral Credits only. __ Employer credits only.
__ Participant  Deferral and Employer Credits.  In-Service  distributions may be
made in the following manner: __ Single lump sum payment. __ Annual Installments
over a term certain not to exceed ____years. Education Accounts are allowed with
respect to:  Participant  Deferral  Credits only.  __ Employer  Credits only. __
Participant Deferral and Employer Credits.  Education Accounts distributions may
be made  in the  following  manner:  __  Single  lump  sum  payment.  __  annual
installments  over a term  certain not to exceed  _____  years.  If  applicable,
amounts not vested at the time payments due under this Section cease will be: __
Forfeited.  __ Distributed at Separation  from Service if vested at that time. X
No  In-Service  or Education  Distributions  permitted.  - 5.5 Change in Control
Event:  X (a)  Participants  may elect upon initial  enrollment to have accounts
distributed - upon a Change in Control Event. __ (b)  Participants may not elect
to have accounts  distributed upon a Change in Control Event. 5.6  Unforeseeable
Emergency Event: X (a) Participants may apply to have accounts  distributed upon
an  Unforeseeable - Emergency  event. __ (b)  Participants may not apply to have
accounts distributed upon an Unforeseeable Emergency event.














         6. Vesting: An Active Participant shall be fully vested in the Employer
Credits made to the Deferred
                  Compensation Account upon the first to occur of the following
events:

                  X        (a)      Normal Retirement Age.
                  -


<PAGE>
     X (b) Death. - X (c) Disability.  - X (d) Change in Control Event. - __ (e)
Other:  _________.  X (f)  Satisfaction of the vesting  requirement as specified
below: - X Employer  Discretionary  Credits:  X (i) Immediate 100% vesting. - __
(ii) 100% vesting after  ___Years of Service.  __ (iii) 100% vesting at age ___.
__ (iv) Number of Years Vested of Service Percentage Less than 1 __% 1 __% 2 __%
3 __% 4 __% 5 __% 6 __% 7 __% 8 __% 9 __% 10 or more __% For this purpose, Years
of Service of a Participant  shall be calculated from the date designated below:
__ (1) First Day of Service. __ (2) Effective Date of Plan Participation. __ (3)
Each  Crediting  Date.  Under This option (3), each  Employer  Credit shall vest
based on the Years of Service of a Participant  from the Crediting Date on which
each Employer  Discretionary Credit is made to his or her Deferred  Compensation
Account.  X Other Employer Credits: X (i) Immediate 100% vesting. - __ (ii) 100%
vesting  after  ___Years of Service.  __ (iii) 100%  vesting at age ___. __ (iv)
Number of Years Vested of Service Percentage Less than 1 __% 1 __% 2 __% 3 __% 4
__% 5 __% 6 __% 7 __% 8 __% 9 __% 10 or more  __% For  this  purpose,  Years  of
Service of a Participant  shall be calculated from date designated below: __ (1)
First Day of Service. __ (2) Effective Date of Plan  Participation.  __ (3) Each
Crediting Date.  Under this option (3), each Employer Credit shall vest based on
the Years of  Service of a  Participant  from the  Crediting  Date on which each
Employer  Discretionary  Credit  is  made  to his or her  Deferred  Compensation
Account.  7.1  Payment  Options:  Any  benefit  payable  under  the Plan  upon a
permitted  Qualifying  Distribution  Event may be made to the Participant or his
Beneficiary (as  applicable) in any of the following  payment forms, as selected
by the Participant in the Participation  Agreement:  (a) Separation from Service
prior to Seniority  Date,  or Separation  from Service if Seniority  Date is Not
Applicable X (i) A lump sum. - X (ii) Annual installments over a term certain as
elected by the Participant - not to exceed 5 years. - __ (iii) Other: _________.
(b) Separation  from Service on or After  Seniority  Date, If Applicable X (i) A
lump sum. - X (ii)  Annual  installments  over a term  certain as elected by the
Participant - not to exceed 5 years. - __ (iii) Other: _________. (c) Separation
from  Service  Upon a Change in Control  Event X (i) A lump sum. - X (ii) Annual
installments over a term certain as elected by the Participant - not to exceed 5
years. - __ (iii) Other: __________. (d) Death X (i) A lump sum. - X (ii) Annual
installments over a term certain as elected by the Participant - not to exceed 5
years. - __ (iii) Other:  __________.  (e) Disability X (i) A lump sum. - X (ii)
Annual  installments  over a term certain as elected by the Participant - not to
exceed 5 years. - __ (iii) Other: __________. If applicable,  amounts not vested
at the time  payments  due under this  Section  cease will be: __  Forfeited  __
Distributed  at  Separation  from  Service  if vested at that time (f) Change in
Control Event X (i) A lump sum. - X (ii) Annual  installment over a term certain
as  elected  by the  Participant  - not to  exceed  5 years.  - __ (iii)  Other:
__________.  __ (iv) Not  applicable.  If applicable,  amounts not vested at the
time payments due under this Section cease will be: __ Forfeited __  Distributed
at Separation from Service if vested at that time 7.4 De Minimis Amounts. __ (a)
Notwithstanding any payment election made by the Participant, the vested balance
in the Deferred Compensation Account of the Participant will be distributed in a
single lump sum payment at the time designated  under the Plan if at the time of
a  permitted  Qualifying  Distribution  Event that is either a  Separation  from
Service,  death,  Disability  (if  applicable)  or Change in  Control  Event (if
applicable) the vested balance does not exceed $ . In addition, the Employer may
distribute a  Participant's  vested  balance at any time if the balance does not
exceed  the  limit  in  section  402(g)(1)(B)  of the Code  and  results  in the
termination of the Participant's  entire interest in the Plan. X (b) There shall
be no pre-determined de minimis amount under the Plan; however, the Employer may
distribute a  Participant's  vested  balance at any time if the balance does not
exceed  the  limit  in  Section  402(g)(1)(B)  of the Code  and  results  in the
termination of the  Participant's  entire interest in the Plan. 10.1 Contractual
Liability:  Liability for payments under the Plan shall be the responsibility of
the: __ (a) Company.  X (b) Employer or Participating  Employer who employed the
Participant when - amounts were deferred. 14. Amendment and Termination of Plan:
Notwithstanding  any  provision  in this  Adoption  Agreement or the Plan to the
contrary,  Section _____ of the Plan shall be amended to read as provided in the
attached   Exhibit  ____.  X  There  are  no  amendments  to  the  Plan.  -  7.9
Construction:  The  provisions  of the Plan  shall  be  construed  and  enforced
according to the laws of the State of South Carolina,  except to the extent that
such laws are superseded by ERISA and the --------------  applicable  provisions
of the Code.


                  IN WITNESS WHEREOF, this Agreement has been executed as of the
day and year stated below.


                                    UCI Medical Affiliates of SC, Inc.
                                    Name of Employer


                                    By:     /s/ Jerry F. Wells
                                  ----------------------------------------
                                Authorized Person
                                 Date:            11/6/07

         The Plan is adopted by the following Participating Employers:


                                Doctor's Care, P.A.
                                Name of Employer


                                By:     /s/ Jerry F. Wells
                                ----------------------------------------
                               Authorized Person
                               Date:            11/6/07



                              Name of Employer

                              By:
                              --------------------------------
                              Authorized Person
                              Date:
                              ------------------------------