SHARE EXCHANGE AGREEMENT


                                  by and among


                          AMERICAN UNITED GLOBAL, INC.,


                       LIFETIME HEALTHCARE SERVICES, INC.,


                             NEW YORK MEDICAL, INC.

                                       and


       THE NEW YORK MEDICAL, INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST




                           DATED AS OF AUGUST 31, 2003

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                                                           TABLE OF CONTENTS


ARTICLE I - THE SHARE EXCHANGE; CLOSING DATE

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Section 1.01.....................................................................................The Share Exchange
Section 1.02................................................................................................Closing
Section 1.03.......................................................................Reservation of Conversion Shares
Section 1.04............................................................................Exemption From Registration
Section 1.05.............................................................................................Deliveries
Section 1.06........................................................................................Further Actions
Section 1.07.........................................................................................Status of ESOP
Section 1.08.....................................................Registration of Securities; Restrictions on Resale

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF AUGI

Section 2.01.......................................................................Organization, Standing and Power
Section 2.02...............................................................................Authority for Agreement.
Section 2.04.....................................................................................Issuance of Shares
Section 2.05.................................................................................Consents and Approvals

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES

Section 3.01......................................................................Share Ownership and Authorization
Section 3.02........................................................................................Share Ownership
Section 3.03.................................................................Legal Power; Qualification of the ESOP
Section 3.04................................................................................Authority For Agreement
Section 3.05............................................................................No ESOP Conflict or Default
Section 3.06.....................................................................Ownership and Possession of Shares
Section 3.07.......................................................................................Fiduciary Duties
Section 3.08..........................................................................No Liabilities or Obligations
Section 3.09............................................................................................Legal Power
Section 3.10................................................................................Authority For Agreement
Section 3.11.................................................................................No Conflict or Default

ARTICLE IV - CERTAIN COVENANTS AND AGREEMENTS

Section 4.01..................................................................................Covenants of the ESOP
Section 4.02......................................................................................Covenants of AUGI
Section 4.03...............................................................................Covenants of the Parties

ARTICLE V - CONDITIONS PRECEDENT

Section 5.01.......................................................Conditions Precedent to the Parties' Obligations
Section 5.02........................................................Conditions Precedent to the Obligations of AUGI
Section 5.03....................................................Conditions Precedent to the Obligations of the ESOP

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ARTICLE VI - TERMINATION, AMENDMENT AND WAIVER
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Section 6.01............................................................................................Termination
Section 6.02..................................................................................Effect of Termination

ARTICLE VII - CONFIDENTIALITY

Section 7.01........................................................................................Confidentiality

ARTICLE VIII - INDEMNIFICATION

Section 8.01 ...............................................................................Indemnification by AUGI
Section 8.02.............................................................Indemnification by the ESOP and NY Medical
Section 8.03........................................................................Indemnification of Escrow Agent
Section 8.04............................................................................Survival of Indemnification


ARTICLE IX - MISCELLANEOUS

Section 9.01.........................................................Non-survival of Representations and Warranties
Section 9.02...............................................................................................Expenses
Section 9.03.........................................................................................Applicable Law
Section 9.04................................................................................................Notices
Section 9.05.......................................................................................Entire Agreement
Section 9.06.............................................................................................Assignment
Section 9.07...................................................................................Headings; References
Section 9.08...........................................................................................Counterparts
Section 9.09...........................................................................No Third Party Beneficiaries
Section 9.10..............................................................................Severability; Enforcement
Section 9.11..................................................................................Rules of Construction
Section 9.12...............................................................................................Exhibits
Section 9.13.........................................................................................Interpretation

List of Schedules

        EXHIBITS


Certificate of Designation of Series B-4 Convertible, Redeemable Preferred Stock..................................A

Lock up Agreement.................................................................................................B

Registration Rights Agreement.....................................................................................C
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                            SHARE EXCHANGE AGREEMENT

     THIS SHARE EXCHANGE AGREEMENT dated as of August 31, 2003 (the "Agreement")
by and among American United Global,  Inc., a corporation  formed under the laws
of the  State of  Delaware  ("AUGI"),  Lifetime  Healthcare  Services,  Inc.,  a
corporation  formed  under the laws of the State of  Delaware  and wholly  owned
subsidiary of AUGI  ("Lifetime"),  New York Medical,  Inc., a corporation formed
under the laws of the State of Delaware  and an  majority  owned  subsidiary  of
Lifetime ("NY Medical") and the New York Medical  Employee Stock  Ownership Plan
and Trust, an employee stock  ownership plan (the "ESOP").  AUGI,  Lifetime,  NY
Medical  and the ESOP are  referred  to herein  individually  as a  "Party"  and
collectively as the "Parties.

                                    PREAMBLE

     WHEREAS,  (a)  pursuant  to the  Merger  Agreement,  AUGI  owns 100% of the
issuance and  outstanding  shares of capital stock of Lifetime,  (b) pursuant to
the Stock Purchase  Agreement,  Lifetime owns 55% of the issued and  outstanding
shares of  capital  stock of NY  Medical,  and (c) the ESOP  currently  owns the
remaining 45% of the outstanding capital stock of NY Medical; and

     WHEREAS,  Lifetime  proposes  to acquire  and the ESOP  proposes to sell to
Lifetime the all and not less than all of the ESOP Shares; and

     WHEREAS,  pursuant to this Agreement,  in sole  consideration  for the ESOP
Shares,  AUGI shall  contribute to Lifetime and Lifetime shall issue to the ESOP
shares of Series  B-4  redeemable  convertible  preferred  stock of AUGI,  which
shares of Series B-4 preferred stock are convertible  into shares of AUGI common
stock, par value $.01 per share;

     WHEREAS,  Joseph Albanese (the  "Trustee"),  in its capacity as trustee for
the ESOP,  has approved the terms of this  Agreement  and all  transactions  and
developments contemplated thereby; and

     WHEREAS,  the ESOP  owns the ESOP  Shares  and has  approved,  and deems it
advisable to consummate,  the exchange of such ESOP Shares for the B-4 Preferred
Shares of AUGI (the "Share Exchange");

     WHEREAS,  the  obligation  of the  Parties to effect the Share  Exchange is
subject to the conditions set forth in Article V hereof; and

     WHEREAS,  AUGI,  Lifetime,  the  ESOP  and NY  Medical  are  executing  and
delivering  this  Agreement  in  reliance  upon the  exemption  from  securities
registration afforded by the provisions of Section 4(2) of the Securities Act of
1933, as amended (the "Securities Act").

     NOW, THEREFORE,  in consideration of the premises and the mutual covenants,
representations and warranties  contained herein, the Parties hereto,  intending
to be legally bound, hereby agree as follows:

CERTAIN DEFINITIONS

     As used in this Agreement,  the following terms shall have the meanings set
forth below:

"Applicable Law" means any domestic or foreign law, statute,  regulation,  rule,
policy,  guideline or ordinance applicable to the businesses of the Parties, the
Share Exchange and/or the Parties.

"AUGI  Conversion  Shares" means the shares of common stock,  $.01 par value per
share, of AUGI into which the B-4 Preferred Shares are convertible.




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"B-4  Preferred  Shares"  means the  150,000  shares of  Series  B-4  redeemable
convertible  preferred stock,  $.01 par value and $30.00 stated value per share,
of AUGI, and containing the rights, privileges and designations set forth in the
Certificate of Designations.

"Certificate  of  Designations"  means the  certificate of  designations  of the
rights,  privileges and designations of the B-4 Preferred  Shares,  all of which
are set forth in the Certificate of Designations annexed hereto as Exhibit A and
made a part hereof.

"Closing  Agreement"  means that  certain  agreement  dated as of June 16, 2003,
among Dr. Jonathan Landow,  Tracy Landow,  AUGI,  Lifetime,  Redwood  Investment
Associates,  LP, NY Medical, Robert M. Rubin, The Rubin Family Irrevocable Stock
Trust and certain other persons.

"Dollar" and "$" means lawful money of the United States of America.

"Encumbrances"  shall  mean  any and all  liens,  charges,  security  interests,
options,  claims,  mortgages,  pledges,  proxies,  voting trusts or  agreements,
preemptive  rights,   obligations,   understandings  or  arrangements  or  other
restrictions on title or transfer of any nature whatsoever.

"ESOP Dividend"  means the individual and collective  reference to (a) the $4.00
per share annual dividend payable by NY Medical to the ESOP pursuant to the ESOP
Shares,  and (b) the $12.00 per share  annual  dividend to be payable by AUGI to
the ESOP pursuant to the B-4 Preferred Shares.

"ESOP Note" means the 4.75% promissory note of the ESOP payable to NY Medical in
approximate $10,090,000 principal amount at December 31, 2002.

"ESOP Shares" means the 450,000 shares of Series A convertible  preferred stock,
$.01  par  value  per  share,  of NY  Medical  that  are  owned  of  record  and
beneficially by the ESOP.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"GAAP" means generally  accepted  accounting  principles in the United States of
America as promulgated by the American Institute of Certified Public Accountants
and  the  Financial  Accounting  Standards  Board  or any  successor  Institutes
concerning the treatment of any accounting matter.

"GCL" means the General Corporation Law of the State of Delaware.

"Knowledge" means the knowledge after reasonable inquiry.

"Material  Adverse Effect" with respect to any entity or group of entities means
any event,  change or effect that has or would have a materially  adverse effect
on the financial condition,  business or results of operations of such entity or
group of entities, taken as a consolidated whole.

"Person" means any individual, corporation, partnership, trust or unincorporated
organization or a government or any agency or political subdivision thereof.

"Merger Agreement" means that certain Amended and Restated Agreement and Plan of
Merger dated as of June 16, 2003,  entered into by and among AUGI,  Lifetime and
Lifetime  Acquisition  Corp.,  formerly a wholly owned subsidiary of AUGI, which
Amended Agreement provided for the merger of Lifetime Acquisition Corp. with and
into Lifetime and was consummated on June 17, 2003.



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"Stock Purchase  Agreement"  means that certain  agreement dated as of March 21,
2003, as amended as of June 16, 2003, by and among Lifetime,  Redwood Investment
Associates,  LP and NY  Medical  providing  for  the  acquisition  of 55% of the
capital stock of NY Medical by Lifetime,  including the exhibits thereto,  which
Stock Purchase Agreement was consummated on June 16, 2003.

"Tax" (and, with correlative meaning, "Taxes" and "Taxable") means:

     (i) any income,  alternative  or add-on  minimum tax,  gross  receipts tax,
sales tax, use tax, ad valorem tax,  transfer tax,  franchise tax,  profits tax,
license tax, withholding tax, payroll tax, employment tax, excise tax, severance
tax, stamp tax,  occupation tax, property tax,  environmental or windfall profit
tax,  custom,  duty or other tax, impost,  levy,  governmental fee or other like
assessment  or charge of any kind  whatsoever  together with any interest or any
penalty,  addition to tax or additional  amount imposed with respect  thereto by
any governmental or Tax authority responsible for the imposition of any such tax
(domestic or foreign), and

     (ii) any liability for the payment of any amounts of the type  described in
clause (i) above as a result of being a member of an  affiliated,  consolidated,
combined or unitary group for any Taxable period, and

     (iii) any liability for the payment of any amounts of the type described in
clauses  (i) or (ii) above as a result of any express or implied  obligation  to
indemnify any other person.

"Tax  Return"  means  any  return,  declaration,   form,  claim  for  refund  or
information  return or statement  relating to Taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.

                                    ARTICLE I
                               THE SHARE EXCHANGE

SECTION 1.01 SHARE EXCHANGE; CLOSING DATE.

     (a) On the Closing Date, the ESOP shall sell,  transfer,  convey and assign
(collectively,  "Transfer")  to Lifetime all, and not less than all, of the ESOP
Shares, against receipt by the ESOP of B-4 Preferred Shares described below.

     (b) On the Closing  Date,  AUGI shall  contribute  to Lifetime and Lifetime
shall  issue to the ESOP  all and not  less  than all of the AUGI B-4  Preferred
Shares, against receipt by Lifetime of all of the ESOP Shares.

     (c) The  Transfer of ESOP shares shall be  accomplished  by delivery by the
ESOP  of all of the  ESOP  Shares,  duly  endorsed  in  blank  for  Transfer  or
accompanied by stock powers with the signature of the record owner guaranteed by
a member of the New York Stock exchange or a bank. The AUGI B-4 Preferred Shares
shall be evidenced by one or more stock  certificates  registered in the name of
the ESOP as the record owner thereof.

SECTION 1.02 CLOSING.

The closing of the Share Exchange (the "Closing") will take place at the offices
of Gersten, Savage,  Kaplowitz,  Wolf & Marcus, LLP, counsel to AUGI ("GSK"), at
101 East 52nd  Street,  New York,  New York 10022,  within one (1)  business day
following the  satisfaction  or waiver of the conditions  precedent set forth in
Article  V or at such  other  date as AUGI  and the  Trustee  shall  agree  (the
"Closing Date"), but in any event no later than March 31, 2004.

SECTION  1.03  RESERVATION  OF  CONVERSION  SHARES.  Subject  to the  terms  and
conditions set forth in this Agreement and in the  Certificate of  Designations,
at and  after  the  Closing,  AUGI  shall  reserve  for  issuance  not less than
1,500,000  shares of its common stock,  $.01 par value per share,  or such other
number of AUGI Conversion Shares as are required for issuance in connection with
the full  conversion of the B-4 Preferred  Shares into AUGI  Conversion  Shares,
including any adjustments by reason of the anti-dilution provisions contained in
the Certificate of Designation therefore.



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SECTION  1.04.  EXEMPTION  FROM  REGISTRATION.  The Parties  intend that the B-4
Preferred  Shares to be conveyed by AUGI to the Trustee shall be exempt from the
registration  requirements  of the  Securities  Act  pursuant  to  Section  4(2)
thereof.

SECTION 1.05 .  DELIVERIES

     (a) Deliveries by AUGI. At the Closing,  AUGI shall deliver to the ESOP all
other previously  undelivered  documents required to be delivered by AUGI to the
ESOP at or prior to the Closing in connection with the Share Exchange.


     (b) Deliveries by the ESOP. At the Closing, the ESOP shall deliver to AUGI:

          (i) The Fairness Opinion referred to in Section 5.02 (g) hereof; and

          (ii)  All  other  previously  undelivered  documents  required  to  be
     delivered by the ESOP to AUGI at or prior to the Closing in connection with
     the Share Exchange.

SECTION 1.06  FURTHER ACTIONS.

If, at any time after the Closing  Date,  AUGI  considers or is advised that any
deeds, bills of sale, assignments, assurances or any other actions or things are
necessary or desirable to vest,  perfect or confirm (of record or  otherwise) in
Lifetime,  its right,  title or interest in and to the ESOP Shares, or otherwise
to carry out the  intent  and  purposes  of this  Agreement,  the  officers  and
directors of AUGI will be authorized to execute and deliver,  in the name and on
behalf  of each of  Lifetime  and the  ESOP,  all  such  deeds,  bills  of sale,
assignments and assurances and to take and do, in the name and on behalf of each
of  Lifetime  and  AUGI,  all such  other  actions  and  things  as the board of
directors of AUGI may determine to be necessary or desirable to vest, perfect or
confirm any and all right,  title and  interest in and to all, and not less than
all, of the ESOP  Shares or  otherwise  to carry out the intent and  purposes of
this Agreement.

SECTION 1.07      STATUS OF ESOP

     (a) Status of the ESOP.  Subject at all times to the  provisions of Section
1.07(b) below, the Parties hereto acknowledge that following consummation of the
Share Exchange:

          (i)  AUGI,  on  behalf  of its  indirect  wholly-owned  subsidiary  NY
     Medical,  shall  declare and pay to the ESOP an annual ESOP Dividend in the
     amount of $1.8 million (in addition to the regular 6.5%  dividend set forth
     in Article 4(a) of the  Certificate of  Designation);  payment of such ESOP
     Dividend  to be made by  reduction  and  cancellation  of a like  amount of
     principal of and accrued interest on the ESOP Note;

          (ii) NY Medical  continue to make annual  contributions to the ESOP in
     an  amount  equal  to 25% of NY  Medical's  annual  payroll;  which  annual
     contributions  shall be made by further  reductions and  cancellations of a
     like amount of principal of and accrued interest on the ESOP Note;

          (iii)  ESOP  participants  that have been  previously  allocated  ESOP
     Shares   (approximately   198,000  ESOP   Shares)   shall  be  allocated  a
     corresponding  amount of AUGI B-4 Preferred  Shares  (approximately  66,000
     AUGI B-4  Preferred  Shares),  and  ESOP  participants  that  have not been
     previously  allocated the  approximately  252,000  unallocated  ESOP Shares
     shall  be  entitled  to  receive,  as and when  earned  or  allocated,  the
     remaining 84,000 shares of AUGI B-4 Preferred Shares; and



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          (iv) the ESOP  shall  continue  to make to NY Medical  the  $1,800,000
     annual  payments  of  principal  and  accrued  interest on the ESOP Note in
     accordance  with the terms of such ESOP Note and the other  agreements  and
     instruments governing the ESOP; and

          (v) the ESOP and the ESOP trust shall continue in accordance  with the
     provisions of the ESOP.

     (b)  Termination  of the  ESOP;  Effect.  Notwithstanding  anything  to the
contrary, set forth in Section 1.07(a) above, provided that all "Payment Events"
(as defined in the Closing  Agreement) shall have occurred,  and AUGI shall have
previously  complied with all of its other covenants and agreements set forth in
this  Agreement,  AUGI,  Lifetime,  NY Medical or any of the  foregoing  Persons
(collectively,  the "AUGI Group") shall have the right at any time following the
Share Exchange to:

          (i) cease declaring and paying the ESOP Dividend;

          (ii) cause NY Medical to cease payment of the annual  contribution  to
     the ESOP; and

          (iii)  allocate to all ESOP  participants  (whether or not earned) all
     AUGI B-4 Preferred Shares not previously allocated; and

          (iv)  directly or through NY Medical cause the ESOP and the ESOP trust
     to be terminated;

provided, that, the AUGI Group shall only engage in the foregoing actions if

               (x) all further obligations of the ESOP under the ESOP Note shall
          be deemed paid and satisfied in full and the ESOP Note cancelled, and

               (y) in the event and to the extent that there shall be any excise
          or other Tax payable by reason of any excess contribution being deemed
          to have been made to the ESOP as a result of the  cancellation  of the
          remaining  outstanding  principal of and accrued  interest on the ESOP
          Note, AUGI or the AUGI Group shall pay the full amount of such Tax and
          indemnify,  defend and hold harmless NY Medical, the ESOP and the ESOP
          participants   from  any  liabilities  or  obligations  in  connection
          therewith.

SECTION 1.08       REGISTRATION OF SECURITIES; RESTRICTIONS ON RESALE

     (a)   Registration  of  Securities.   Until  such  time  as  either  (i)  a
registration  statement  including therein the B-4 Preferred Shares and the AUGI
Conversion  Shares for  resale by ESOP  Participants  shall  have been  declared
effective  under the  Securities  Act,  or (i) AUGI shall have  received a legal
opinion  from  counsel to the effect  that an  exemption  from the  registration
requirements  under the  Securities  Act is available,  all of the B-4 Preferred
Shares and the AUGI Conversion  Shares,  if any, shall be registered in the name
of the  ESOP.  AUGI  acknowledges  that,  in  connection  with the  transactions
contemplated by the Merger Agreement and the Stock Purchase Agreement,  AUGI has
agreed to prepare and file with the Securities and Exchange Commission,  and use
its best efforts to cause to become effective,  a registration statement for the
benefit of certain AUGI securityholders  covering certain AUGI securities issued
in connection  with the acquisition of 100% of the capital stock of Lifetime and
Lifetime's  acquisition  of 55% of the capital stock of NY Medical (the "Selling
Securityholders  Registration  Statement").  AUGI hereby covenants and agrees to
include all of the B-4 Preferred Shares and all of the AUGI Conversion Shares in
the Selling Securityholders Registration Statement.

     (b) The AUGI B-4 Preferred  Shares.  The B-4  Preferred  Shares will not be
registered  under the Securities Act, or the securities  laws of any state,  and
cannot be transferred,  hypothecated, sold or otherwise disposed of until; (i) a
registration  statement  with respect to such  securities is declared  effective
under the  Securities  Act, or (ii) AUGI  receives an opinion of counsel for the
stockholder, reasonably satisfactory to counsel for AUGI, that an exemption from
the registration requirements of the Securities Act is available.



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     (c) The  certificates  representing  the number of B-4 Preferred Shares for
which the ESOP Shares shall have been issued  pursuant to this  Agreement  shall
contain a legend substantially as follows:

     "THE  SECURITIES  WHICH ARE REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
     REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE
     SOLD,   TRANSFERRED,   HYPOTHECATED  OR  OTHERWISE   DISPOSED  OF  UNTIL  A
     REGISTRATION  STATEMENT WITH RESPECT  THERETO IS DECLARED  EFFECTIVE  UNDER
     SUCH ACT, OR AMERICAN  UNITED GLOBAL,  INC.  RECEIVES AN OPINION OF COUNSEL
     FOR THE HOLDER  REASONABLY  SATISFACTORY  TO COUNSEL  FOR  AMERICAN  UNITED
     GLOBAL,  INC. THAT AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF SUCH
     ACT IS AVAILABLE."

     (d) The AUGI  Conversion  Shares.  The AUGI  Conversion  Shares will not be
registered  under the Securities Act, or the securities  laws of any state,  and
cannot be transferred,  hypothecated, sold or otherwise disposed of until; (i) a
registration  statement  with respect to such  securities is declared  effective
under the  Securities  Act, or (ii) AUGI  receives an opinion of counsel for the
stockholder, reasonably satisfactory to counsel for AUGI, that an exemption from
the registration requirements of the Securities Act is available.

     The  certificates  representing  the number of AUGI Conversion  Shares into
which  the  B-4  Preferred  Shares  may be  converted  shall  contain  a  legend
substantially as follows:

     "THE  SECURITIES  WHICH ARE REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
     REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE
     SOLD,   TRANSFERRED,   HYPOTHECATED  OR  OTHERWISE   DISPOSED  OF  UNTIL  A
     REGISTRATION  STATEMENT WITH RESPECT  THERETO IS DECLARED  EFFECTIVE  UNDER
     SUCH ACT, OR AMERICAN  UNITED GLOBAL,  INC.  RECEIVES AN OPINION OF COUNSEL
     FOR THE HOLDER  REASONABLY  SATISFACTORY  TO COUNSEL  FOR  AMERICAN  UNITED
     GLOBAL,  INC. THAT AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF SUCH
     ACT IS AVAILABLE."

     "PURSUANT TO THE SHARE EXCHANGE  AGREEMENT  DATED AS OF AUGUST 31, 2003, BY
     AND AMONG AMERICAN UNITED GLOBAL, INC., LIFETIME HEALTHCARE SERVICES, INC.,
     NY MEDICAL INC. AND THE NEW YORK MEDICAL  EMPLOYEE STOCK OWNERSHIP PLAN AND
     TRUST,  THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE
     SOLD,  TRANSFERRED,  HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF,  EXCEPT  IN
     ACCORDANCE  WITH THE TERMS AND CONDITIONS SET FORTH IN A LOCK-UP  AGREEMENT
     BY AND BETWEEN THE HOLDER HEREOF AND AMERICAN UNITED GLOBAL, INC."

                                   ARTICLE II
                     REPRESENTATIONS AND WARRANTIES OF AUGI

     Except as set forth in the schedules to this  Agreement,  disclosure in any
one of which shall apply to any and all  representations  and warranties made in
this  Agreement,  and except as  otherwise  disclosed in writing to the Trustee,
AUGI  hereby  represents  and  warrants to the  Trustee,  as of the date of this
Agreement and as of the Closing Date, as follows:

SECTION 2.01  ORGANIZATION, STANDING AND POWER.

     AUGI is a company duly incorporated,  validly existing and in good standing
under the laws of the State of Delaware and has corporate power and authority to
conduct its business as presently  conducted by it and to enter into and perform
this Agreement and to carry out the transactions contemplated by this Agreement.
AUGI is duly qualified to do business as a foreign corporation doing business in
each state in which it owns or leases real  property and where the failure to be
so qualified and in good standing  would have a Material  Adverse Effect on AUGI
or its business.

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<PAGE>

SECTION 2.02  AUTHORITY FOR AGREEMENT.

     The execution, delivery, and performance of this Agreement by AUGI has been
duly authorized by all necessary corporate action, and this Agreement,  upon its
execution  by the  parties  thereto,  will  constitute  the  valid  and  binding
obligation of AUGI enforceable  against it in accordance with and subject to its
terms,  except as  enforceability  may be affected by bankruptcy,  insolvency or
other  laws of general  application  affecting  the  enforcement  of  creditors'
rights.  Except as set forth  above or in Schedule  2.03  attached  hereto,  the
execution and  consummation of the  transactions  contemplated by this Agreement
and  compliance  with its  provisions  by AUGI will not violate any provision of
Applicable  Law and will not conflict with or result in any breach of any of the
terms,  conditions,  or  provisions  of, or constitute a default  under,  AUGI's
Certificate of Incorporation  or Bylaws,  as the case may be and in each case as
amended,  or, in any material respect,  any indenture,  lease, loan agreement or
other  agreement or instrument to which AUGI is a party or by which it or any of
its properties  are bound,  or any decree,  judgment,  order,  statute,  rule or
regulation  applicable to AUGI except to the extent that any breach or violation
of any of the foregoing  would not  constitute  or result in a Material  Adverse
Effect on AUGI taken as a whole.

SECTION 2.03      ISSUANCE OF B-4 PREFERRED SHARES

     The B-4 Preferred  Shares issuable to the Trustee as the holder of the ESOP
Shares  will  when  issued  pursuant  to  this  Agreement  be duly  and  validly
authorized and issued, fully paid and non-assessable. The AUGI Conversion Shares
issuable to upon conversion of the B-4 Preferred  Shares will as and when issued
pursuant to the  Certificate of  Designation be duly and validly  authorized and
issued, fully paid and non-assessable.

SECTION 2.04  CONSENTS AND APPROVALS

     No consent,  waiver,  approval, order or authorization of, or registration,
declaration  or filing with, any court,  administrative  agency or commission or
other federal,  state, county,  local or other foreign  governmental  authority,
instrumentality,  agency or commission or any third party,  including a party to
any  agreement  with AUGI,  is required by or with respect to AUGI in connection
with the execution  and delivery of this  Agreement or the  consummation  of the
transactions contemplated hereby, except for such consents,  waivers, approvals,
orders,  authorizations,  registrations,  declarations  and  filings  as  may be
required under (i) applicable securities laws, or (ii) the GCL.

                                   ARTICLE III
               REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES


     A. AS TO NY MEDICAL.  NY Medical  hereby  represents  and warrants to AUGI,
Lifetime and the ESOP,  as of the date of this  Agreement  and as of the Closing
Date, as follows:

SECTION 3.01.  SHARE OWNERSHIP AND  AUTHORIZATION.  NY Medical has all requisite
power, authority and legal capacity to execute and deliver this Agreement and to
consummate the transactions and developments contemplated hereby. This Agreement
has been duly executed and delivered by NY Medical,  and, assuming due and valid
authorization,  execution  and  delivery  by  the  other  parties  hereto,  this
Agreement  constitutes  a legal,  valid and  binding  obligation  of NY Medical,
enforceable  against  NY  Medical in  accordance  with its terms,  except (i) as
limited  by  applicable  bankruptcy,  insolvency,  reorganization,   moratorium,
fraudulent  conveyance and other similar laws of general  application  affecting
enforcement  of creditors'  rights  generally and (ii) the  availability  of the
remedy of specific  performance or injunctive or other forms of equitable relief
may be subject to equitable  defenses and would be subject to the  discretion of
the court before  which any  proceeding  therefor may be brought.  Except as set
forth above, NY Medical makes no other representations or warranties hereunder.


                                       7
<PAGE>


B.       AS TO THE ESOP

     Except as set forth in the schedules to this  Agreement,  disclosure in any
one of which shall apply to any and all  representations  and warranties made in
this  Agreement,  and  except as  otherwise  disclosed  in  writing  to AUGI and
Lifetime, the Trustee on behalf of the ESOP hereby represent and warrant to AUGI
and  Lifetime,  as of the date of this  Agreement and as of the Closing Date, as
follows:

SECTION 3.02   SHARE OWNERSHIP.

     The ESOP is the record and beneficial owner of the ESOP Shares.  Except for
the ESOP  Shares,  the ESOP  does not own any  securities  issued  by,  or other
obligations of, NY Medical or any subsidiary thereof.

SECTION 3.03 LEGAL POWER; QUALIFICATION OF THE ESOP.

     The ESOP has all requisite  power,  authority and legal capacity to execute
and deliver this Agreement and to consummate the  transactions  and developments
contemplated hereby.

SECTION 3.04  AUTHORITY FOR AGREEMENT.

     This  Agreement  has been duly  executed  and  delivered  by the Trustee on
behalf of the ESOP,  and,  assuming due and valid  authorization,  execution and
delivery by the other parties hereto, this Agreement  constitutes a legal, valid
and binding obligation of the ESOP,  enforceable  against the ESOP in accordance
with its terms,  except (i) as limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  fraudulent  conveyance  and other  similar laws of
general  application  affecting  enforcement of creditors'  rights generally and
(ii) the  availability  of the remedy of specific  performance  or injunctive or
other forms of equitable  relief may be subject to equitable  defenses and would
be subject to the discretion of the court before which any  proceeding  therefor
may be brought.

SECTION 3.05 NO ESOP CONFLICT OR DEFAULT.

     Neither the execution and delivery of this  Agreement nor the  consummation
by the Trustee on behalf of the ESOP,  of any of the  transactions  contemplated
hereby will result in a violation of, or a default  under,  or conflict with, or
require any consent,  approval or notice under, any contract, trust, commitment,
agreement, obligation, understanding,  arrangement or restriction of any kind to
which the ESOP is a party or by which ESOP is bound or to which the ESOP  Shares
are subject.  Consummation by the ESOP of the transactions  contemplated  hereby
will not  violate,  or  require  any  consent,  approval  or notice  under,  any
provision of any  judgment,  order,  decree,  statute,  law,  rule or regulation
applicable to the ESOP or the ESOP Shares

SECTION 3.06      OWNERSHIP AND POSSESSION OF SHARES.

     The ESOP Shares and the certificates  representing the ESOP Shares are now,
and at all times  during the term hereof shall be, owned by the ESOP and held by
such ESOP,  or by a trustee,  nominee or  custodian  for the sole and  exclusive
benefit of such ESOP, free and clear of all Encumbrances whatsoever,  except for
(a) that  portion of the ESOP  Shares  that  remain as pledged  collateral  (the
"Pledged Shares") pursuant to that certain ESOP Loan and Pledge Agreement by and
between NY Medical and HSBC Bank USA, as trustee,  dated as of November 30, 2000
(the  "Loan  and  Pledge  Agreement"),  (b)  any  Encumbrances  created  by this
Agreement  and (c)  Encumbrances  arising  under  the  Securities  Act or  state
securities laws.



                                       8
<PAGE>


SECTION 3.07 FIDUCIARY DUTIES.

     The Trustee,  on behalf of the ESOP,  has consulted  with legal counsel and
has obtained a fairness  opinion from an  independent  financial  advisor to the
effect that (i) the consideration  received by the ESOP pursuant to Section 1.08
hereof is not less than  adequate  consideration  within  the  contemplation  of
Section  3(18) of  ERISA  and (ii) the  Share  Exchange,  considered  as a whole
(including the transactions  consummated under the Stock Purchase  Agreement and
the Merger Agreement), is fair and reasonable to the ESOP from a financial point
of view.

C.       BY LIFETIME AND AUGI

     Lifetime and AUGI hereby jointly and severally represent and warrant to the
ESOP and NY  Medical,  as of the date of this  Agreement  and as of the  Closing
Date, as follows:

SECTION 3.08   NO LIABILITIES OR OBLIGATIONS

     Save and except for liabilities  and obligations  described in or otherwise
incurred  in  connection  with  the  transactions  contemplated  by  the  Merger
Agreement  and the  Stock  Purchase  Agreement,  Lifetime  has  not,  since  its
inception,  engaged in any business  activities or incurred any  liabilities  or
obligations  of any  kind or  description,  whether  contingent  liabilities  or
liabilities  required to be set forth on a balance sheet  prepared in accordance
with GAAP.

SECTION 3.09 LEGAL POWER.

     Lifetime has all requisite  power,  authority and legal capacity to execute
and deliver this Agreement and to consummate the  transactions  and developments
contemplated hereby.

SECTION 3.10  AUTHORITY FOR AGREEMENT.

     This  Agreement  has been duly  executed and  delivered  by Lifetime,  and,
assuming  due and  valid  authorization,  execution  and  delivery  by the other
Parties hereto, this Agreement constitutes a legal, valid and binding obligation
of Lifetime,  enforceable  against Lifetime in accordance with its terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent  conveyance and other similar laws of general  application  affecting
enforcement  of creditors'  rights  generally and (ii) the  availability  of the
remedy of specific  performance or injunctive or other forms of equitable relief
may be subject to equitable  defenses and would be subject to the  discretion of
the court before which any proceeding therefor may be brought.

SECTION 3.11 NO CONFLICT OR DEFAULT.

     Neither the execution and delivery of this  Agreement nor the  consummation
by  Lifetime  of any of the  transactions  contemplated  hereby will result in a
violation  of, or a default  under,  or conflict  with,  or require any consent,
approval  or  notice  under,  any  contract,   trust,   commitment,   agreement,
obligation,  understanding,  arrangement  or  restriction  of any  kind to which
Lifetime is a party or by which Lifetime is bound or to which the its shares are
subject.  Consummation by Lifetime of the transactions  contemplated hereby will
not violate, or require any consent,  approval or notice under, any provision of
any judgment,  order,  decree,  statute,  law, rule or regulation  applicable to
Lifetime or its securities.



                                       9
<PAGE>


                                   ARTICLE IV
                        CERTAIN COVENANTS AND AGREEMENTS

SECTION 4.01      COVENANTS OF THE ESOP

     (a) The ESOP,  shall use its best efforts to obtain,  prior to the Closing,
the  unconditional  consent of any Person  necessary to the  consummation of the
Share Exchange,  including consents from parties to loans, contracts,  leases or
other agreements and consents from governmental agencies, whether federal, state
or local shall have been  obtained.  All such  consents  shall be in writing and
executed  counterparts  thereof  shall be  delivered  to AUGI at or prior to the
Closing.

     (b) Lock Up  Agreement.  The  Trustee,  on  behalf of the ESOP and the ESOP
Participants, shall prior to Closing enter into a Lock-up Agreement with AUGI in
substantially  the form of Exhibit B annexed  hereto and made a part hereof (the
"Lockup Agreement").

SECTION 4.02      COVENANTS OF AUGI

     (a) Registration of AUGI Conversion Shares. AUGI shall register for re-sale
under  the  Securities  Act of 1933,  as  amended,  the AUGI  Conversion  Shares
issuable  upon the  conversion  of the B-4  Preferred  Shares  and shall  file a
registration  statement  with respect to such  registration  with the SEC at the
earlier of: (i) ninety (90) days after the Closing Date, or (ii) sixty (60) days
from the date upon which the financial  statements of the Surviving Entity shall
have been audited and  determined to be in  compliance  with  Regulation  S-X as
promulgated  by the SEC;  provided,  however,  that the Trustee on behalf of the
ESOP shall  prior  thereto  have  caused  the ESOP to enter into a  registration
rights  agreement  with AUGI in the form of Exhibit C annexed  hereto and made a
part hereof (the "Registration Rights Agreement").

     (b) Lock Up  Agreement.  AUGI shall prior to Closing  enter into the Lockup
Agreement.

SECTION 4.03      COVENANTS OF THE PARTIES

     (a)  Announcement.  Neither the ESOP and NY Medical,  on the one hand,  nor
AUGI on the other hand,  shall  issue any press  release or  otherwise  make any
public statement with respect to this Agreement or the transactions contemplated
hereby  without the prior consent of the other party (which consent shall not be
unreasonably  withheld),  except  as  may  be  required  by  applicable  law  or
securities  regulation.  Notwithstanding  anything in this  Section  4.03 to the
contrary,  the parties will, to the extent practicable,  consult with each other
before  issuing,  and provide each other the  opportunity  to review and comment
upon,  any such press  release or other public  statements  with respect to this
Agreement and the  transactions  contemplated  hereby whether or not required by
Applicable Law.

     (b)  Notification  of Certain  Matters.  The ESOP and NY Medical shall give
prompt notice to AUGI, and AUGI shall give prompt notice to the ESOP, of:

          (i) The occurrence, or nonoccurrence,  of any event the occurrence, or
     nonoccurrence,   of  which  would  be   reasonably   likely  to  cause  any
     representation  or warranty  contained  in this  Agreement  to be untrue or
     inaccurate in any material respect at or prior to the Closing Date; and

          (ii) Any  material  failure  of the ESOP  and/or NY Medical on the one
     hand,  or AUGI,  on the other hand, to comply with or satisfy any covenant,
     condition  or  agreement  to be complied  with or  satisfied  by it or them
     hereunder.

     (c) Reasonable Best Efforts.  Before Closing, upon the terms and subject to
the  conditions of this  Agreement,  the Parties  agree to use their  respective
reasonable best efforts to take, or cause to be taken,  all actions,  and to do,
or cause to be done,  all things  necessary,  proper or  advisable  (subject  to
applicable  laws) to consummate  and make effective the Share Exchange and other
transactions   contemplated   by  this  Agreement  as  promptly  as  practicable
including, but not limited to:


                                       10
<PAGE>


          (i) The preparation and filing of all forms, registrations and notices
     required to be filed to consummate the Share  Exchange,  including  without
     limitation,  any approvals,  consents, orders, exemptions or waivers by any
     third party or governmental entity; and

          (ii) The  satisfaction  of the other Party's  conditions  precedent to
     Closing.

     (d) Access to Information

          (i) Inspection by the ESOP. AUGI will make available for inspection by
     the Trustee on behalf of the ESOP,  during normal  business  hours and in a
     manner so as not to  interfere  with  normal  business  operations,  all of
     AUGI's  records  (including  tax  records),  books  of  account,  premises,
     contracts and all other documents in AUGI's  possession or control that are
     reasonably  requested  by the  Trustee on behalf of the ESOP to inspect and
     examine the  business  and  affairs of AUGI.  The Trustee and the ESOP will
     treat and hold as confidential  any  information  received from AUGI in the
     course of the reviews  contemplated by this Section 4.03(v). No examination
     by  the  Trustee  or  the  ESOP  will,  however,  constitute  a  waiver  or
     relinquishment  by the  ESOP of its  rights  to rely on  AUGI's  covenants,
     representations and warranties made herein or pursuant hereto.

          (ii)  Inspection by AUGI.  The Trustee on behalf of the ESOP will make
     available for  inspection by AUGI,  during normal  business  hours and in a
     manner so as not to  interfere  with  normal  business  operations,  all of
     ESOP's  records  (including  tax  records),  books  of  account,  premises,
     contracts and all other documents in the Trustee's or the ESOP's possession
     or control that are reasonably requested by AUGI to inspect and examine the
     business and affairs of the ESOP. The Trustee on behalf of the ESOP will be
     available  upon  reasonable  advance  notice  to answer  questions  of AUGI
     concerning  the  affairs  of  the  ESOP.   AUGI  will  treat  and  hold  as
     confidential  any  information  received from the ESOP in the course of the
     reviews contemplated by this Section 4.03 (v). No examination by AUGI will,
     however,  constitute  a waiver or  relinquishment  by AUGI of its rights to
     rely on the ESOP's covenants, representations and warranties made herein or
     pursuant hereto.

                                    ARTICLE V
                        CONDITIONS PRECEDENT AND COVENANT

SECTION 5.01  CONDITIONS PRECEDENT TO THE PARTIES' OBLIGATIONS.

     The  obligations of the Parties as provided herein shall be subject to each
of the following conditions precedent, unless waived by both AUGI and the ESOP:

     (a)  Consents,  Approvals.  The Parties  shall have  obtained all necessary
consents  and  approvals  of  their  respective   boards  of  directors,   their
stockholders  (including  any  applicable  classes  thereof)  and all  consents,
approvals and authorizations  required under their respective charter documents,
and all material  consents,  including any material  consents and waivers by the
Parties'  respective  lenders  and other  third-parties,  if  necessary,  to the
consummation of the transactions contemplated by this Agreement.

     (b)  Absence  of  Certain  Litigation.  No  action or  proceeding  shall be
threatened or pending before any governmental  entity or authority which, in the
reasonable  opinion  of  counsel  for the  Parties,  is  likely  to  result in a
restraint, prohibition or the obtaining of damages or other relief in connection
with this Agreement or the consummation of the Share Exchange.


                                       11
<PAGE>



SECTION 5.02      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF AUGI

     The  obligations of AUGI as provided herein shall be subject to each of the
following conditions precedent, unless waived by AUGI:

     (a) Representations  and Warranties.  The representations and warranties by
NY Medical and the ESOP in Article III herein  shall be true and accurate in all
material  respects on and as of the Closing  Date with the same force and effect
as though such  representations  and  warranties  had been made at and as of the
Closing  Date,  except to the extent that any changes  therein are  specifically
contemplated  by this  Agreement  or the same shall not have a Material  Adverse
Effect.

     (b) Performance.  NY Medical and the ESOP shall have performed and complied
in all material respects with all agreements to be performed or complied with by
them  pursuant  to this  Agreement  prior at or prior to the Closing or the same
shall not have a Material Adverse Effect on either NY Medical or the ESOP.

     (c)  Proceedings  and Documents.  All  proceedings  in connection  with the
transactions  contemplated  by this Agreement and all documents and  instruments
incident to such transactions shall be reasonably  satisfactory in substance and
form to AUGI and its counsel,  and AUGI and its counsel  shall have received all
such  counterpart  originals (or certified or other copies) of such documents as
they may reasonably request.

     (d) Certificate of Good Standing. NY Medical shall have delivered to AUGI a
certificate as to the good standing of NY Medical  certified by the Secretary of
State of the State of Delaware on or within two (2)  business  days prior to the
Closing Date.

     (e) Material Changes.  Except as contemplated by this Agreement,  since the
date hereof, NY Medical shall not have suffered a Material Adverse Effect.

     (f)  Investigations.  Neither any  investigation of the ESOP, NY Medical or
subsidiaries  of NY Medical by AUGI nor any other document  delivered to AUGI as
contemplated by this Agreement,  shall have revealed any facts or  circumstances
which, in the good faith judgment of AUGI,  reflect in a material adverse way on
the financial condition,  assets, liabilities (absolute,  accrued, contingent or
otherwise),  business,  operations or prospects of NY Medical or any  subsidiary
thereof.

     (g)  Fairness  Opinion.  The ESOP shall have  received  the opinion from an
independent financial advisor, in form and substance satisfactory to AUGI to the
effect that (i) the AUGI B-4 Preferred  Shares  received by the ESOP pursuant to
this Agreement is adequate  consideration  within the  contemplation  of Section
3(18) of ERISA and (ii) the Share Exchange, considered as a whole (including the
transactions consummated pursuant to the Merger Agreement and the Stock Purchase
Agreement), are fair and reasonable to the ESOP from a financial point of view.

     (h)  Registration  Rights  Agreement.   AUGI  shall  have  received  signed
signature pages of the Registration Rights Agreement from the ESOP.

     (i) Lock-Up  Agreement.  AUGI shall have received signed signature pages of
the Lock-Up Agreement from the ESOP.

SECTION 5.03      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE ESOP

     The obligation of the ESOP on the Closing Date as provided  herein shall be
subject to the  satisfaction,  on or prior to the Closing Date, of the following
conditions precedent, unless waived by the ESOP:

     (a) Consents And Approvals. AUGI shall have obtained all material consents,
including any material consents and waivers of its respective  lenders and other
third-parties,   if  necessary,   to  the   consummation  of  the   transactions
contemplated by this Agreement.



                                       12
<PAGE>

     (b) Representations  And Warranties.  The representations and warranties by
AUGI in Article II herein shall be true and accurate in all material respects on
and as of the  Closing  Date  with the same  force and  effect  as  though  such
representations  and  warranties  had been made at and as of the  Closing  Date,
except to the extent that any changes therein are  specifically  contemplated by
this Agreement or the same shall not have a Material Adverse Effect.

     (c)  Performance.  AUGI shall have  performed  and complied in all material
respects with all  agreements to be performed or complied with by it pursuant to
this Agreement  prior to or at the Closing or the same shall not have a Material
Adverse Effect.

     (d) Proceedings And Documents. All corporate, company and other proceedings
in  connection  with the  transactions  contemplated  by this  Agreement and all
documents  and  instruments  incident to such  transactions  shall be reasonably
satisfactory in substance and form to the ESOP and its counsel, and the ESOP and
its counsel shall have received all such counterpart  originals (or certified or
other copies) of such documents as they may reasonably request.

     (e) Material Changes.  Except as contemplated by this Agreement,  since the
date hereof, AUGI shall not have suffered a Material Adverse Effect.

     (f) Certificate of Designation.  AUGI shall immediately prior to the filing
of the  Certificate of Share Exchange have filed the  Certificate of Designation
with the Secretary of State of the State of Delaware.

     (g) Registration Rights Agreement.  The Registration Rights Agreement shall
have been entered into by AUGI.

     (h) Payment  Events and  Termination of the Closing  Agreement.  All of the
"Payment  Events" (as that term is defined in the Closing  Agreement) shall have
occurred,  and the  Closing  Agreement  shall  have  been  deemed  to have  been
satisfied in all respects by the parties thereto and terminated.


                                   ARTICLE VI
                        TERMINATION, AMENDMENT AND WAIVER

SECTION 6.01  TERMINATION.

     This Agreement may be terminated and the Share Exchange may be abandoned at
any time prior to the Closing Date by:

     (a) The mutual  written  consent of the board of  directors of AUGI and the
Trustee on behalf of the ESOP;

     (b) Either AUGI,  on the one hand,  or the ESOP,  on the other hand, if any
governmental  entity or court of  competent  jurisdiction  shall have  issued an
order, decree or ruling or taken any other action (which order,  decree,  ruling
or other action the Parties shall use their commercially reasonable best efforts
to lift), which restrains,  enjoins or otherwise prohibits the Share Exchange or
the issuance of the B-4 Preferred Shares pursuant to the Share Exchange and such
order,   decree,   ruling  or  other   action   shall  have  become   final  and
non-appealable;

     (c) AUGI,  if the ESOP or NY Medical  shall have  breached in any  material
respect any of their representations,  warranties, covenants or other agreements
contained  in this  Agreement,  and the  breach  cannot be or has not been cured
within 15 calendar days after the giving of written notice by AUGI to NY Medical
and/or the ESOP, as applicable;



                                       13
<PAGE>

     (d) The ESOP, if the Payment  Events (as defined in the Closing  Agreement)
shall  have not  timely  occurred,  unless  waived  or the time for  performance
thereof are extended by Dr.  Jonathan  Landow and the respective  holders of the
Landow Note and the Lifetime Note, as applicable;

     (e) The ESOP,  if AUGI shall have  breached in any material  respect any of
its representations,  warranties,  or other covenants or agreements contained in
this  Agreement,  and the  breach  cannot  be or has not been  cured  within  15
calendar days after the giving of written notice by the ESOP to AUGI; or

     (f) Without any action on the part of the Parties if required by Applicable
Law.

SECTION 6.02  EFFECT OF TERMINATION.

     If this Agreement is terminated as provided in Section 6.01, written notice
of such termination  shall be given by the terminating  Party to the other Party
specifying the provision of this Agreement pursuant to which such termination is
made,  this Agreement shall become null and void and there shall be no liability
on the part of AUGI or the ESOP, provided,  that nothing in this Agreement shall
relieve any Party from any liability or  obligation  with respect to any willful
breach of this  Agreement  and provided,  further,  that  termination  shall not
affect accrued rights or liabilities of any party.

                                   ARTICLE VII
                                 CONFIDENTIALITY

SECTION 7.01      CONFIDENTIALITY

     AUGI, on the one hand, and NY Medical and the ESOP, on the other hand, will
keep  confidential  all  information  and  documents  obtained  from the  other,
including but not limited to any information or documents  provided  pursuant to
Section  4.03  hereof,   which  are  designated  by  such  delivering  party  as
confidential  (except for any information  disclosed to the public pursuant to a
press  release  authorized by the Parties) and in the event the Closing does not
occur or this Agreement is terminated for any reason,  will promptly return such
documents  and all  copies of such  documents  and all notes and other  evidence
thereof,  including  material  stored  on a  computer,  and  will  not use  such
information for its own advantage, except to the extent that (i) the information
must be disclosed by law, (ii) the  information  becomes  publicly  available by
reason  other  than  disclosure  by the  Party  subject  to the  confidentiality
obligation,  (iii) the information is independently  developed without use of or
reference to the other Party's confidential information, (iv) the information is
obtained   from  another   source  not   obligated  to  keep  such   information
confidential,  or (v) the information is already  publicly known or known to the
receiving Party when disclosed as demonstrated by written  documentation  in the
possession of such Party at such time.

                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.01      INDEMNIFICATION BY AUGI

AUGI shall indemnify, defend and hold harmless the ESOP, the Trustee, NY Medical
and its or his heirs, legal representatives,  successors and assigns (the "Other
Indemnified  Parties")  against all losses,  claims,  damages,  costs,  expenses
(including  attorneys' fees),  liabilities or judgments or amounts that are paid
in settlement of or in connection  with any threatened or actual claim,  action,
suit,  proceeding  or  investigation  based in whole or in part on or arising in
whole or in part out of (i) any breach of this  Agreement  by AUGI,  Lifetime or
any subsidiary or affiliate thereof, including but not limited to failure of any
representation  or warranty to be true and correct at or before the Closing,  or
(ii) any act,  omission  or conduct of any  officer,  director or agent of AUGI,
Lifetime or any subsidiary or affiliated  thereof prior to the Closing,  whether
asserted or claimed prior to, at or after,  the Closing,  or (iii) any breach of
this  Agreement  by AUGI,  Lifetime  or any  subsidiary  or  affiliate  thereof,
including  but not  limited to failure of any  representation  or warranty to be
true and correct at or before the Closing (iv) relating to the  consummation  of
the  transactions  contemplated  herein,  and any  action  taken  in  connection
therewith, including, without limitation, the provisions of Section 1.07 of this
Agreement (collectively, "Indemnified Liabilities"). Any Other Indemnified Party
wishing to claim  indemnification  under this Section 8.01, upon learning of any
such claim,  action, suit,  proceeding or investigation,  shall notify AUGI, but
the failure so to notify shall not relieve AUGI from any  liability  that it may
have under this  Section  8.01,  except to the extent  that such  failure  would
materially prejudice AUGI.



                                       14
<PAGE>

SECTION 8.02      INDEMNIFICATION BY THE ESOP

The ESOP and the Trustee  shall  severally  indemnify,  defend and hold harmless
each of AUGI, any subsidiary or affiliate thereof and each person who is now, or
has  been at any  time  prior to the date  hereof  or who  becomes  prior to the
Closing,  an officer,  director or partner of AUGI,  any subsidiary or affiliate
thereof or an employee of AUGI,  any  subsidiary or affiliate  thereof and their
respective  heirs,  legal  representatives,  successors  and assigns  (the "AUGI
Indemnified  Parties")  against all losses,  claims,  damages,  costs,  expenses
(including  attorneys' fees),  liabilities or judgments or amounts that are paid
in settlement of or in connection  with any threatened or actual claim,  action,
suit,  proceeding  or  investigation  based in whole or in part on or arising in
whole or in part out of (i) any breach of this Agreement by the ESOP,  including
the  Trustee,  including  but not  limited to failure of any  representation  or
warranty  to be true and  correct  at or before  the  Closing,  or (ii) any act,
omission or conduct of any  officer,  director or agent of the ESOP or affiliate
thereof including the Trustee, prior to the Closing, whether asserted or claimed
prior to, at or after, the Closing, or (iii) relating to the consummation of the
transactions  contemplated  herein, and any action taken in connection therewith
("AUGI  Indemnified  Liabilities").  Any AUGI Indemnified Party wishing to claim
indemnification  under this  Section  8.02,  upon  learning  of any such  claim,
action,  suit,  proceeding  or  investigation,  shall  notify the ESOP,  but the
failure so to notify  shall not relieve the ESOP from any  liability  that it or
they may have under this  Section  8.02,  except to the extent that such failure
would materially prejudice the ESOP.

SECTION 8.03      SURVIVAL OF INDEMNIFICATION

All  rights  to   indemnification   under  this  Article  8  shall  survive  the
consummation of the Share Exchange and the  termination of this  Agreement.  The
provisions of this Article 8 are intended to be for the benefit of, and shall be
enforceable  by,  each AUGI  Indemnified  Party,  each ESOP  Indemnified  Party,
respective heirs and  representatives.  No Party shall enter into any settlement
regarding the foregoing  without prior approval of the ESOP Indemnified Party or
the AUGI Indemnified Party, as the case may be.


                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.01  NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

None  of  the  representations  and  warranties  in  this  Agreement  or in  any
instrument  delivered pursuant to this Agreement shall survive the Closing Date,
except as set forth in Article VIII.  All such  representations  and  warranties
will be  extinguished  on  consummation  of the Share  Exchange  and none of the
Parties nor any of their officers, directors, members, employees or stockholders
shall be under any liability  whatsoever with respect to any such representation
or warranty  after such time.  This Section 9.01 shall not limit any covenant or
agreement of the Parties which by its terms  contemplates  performance after the
Closing Date.


                                       15
<PAGE>


SECTION 9.02  EXPENSES.

     Except as contemplated by this Agreement,  all costs and expenses  incurred
in connection  with this  Agreement  and the  consummation  of the  transactions
contemplated  by  this  Agreement  shall  be paid by the  Party  incurring  such
expenses.

SECTION 9.03  APPLICABLE LAW.

     This  Agreement  shall be  governed by the laws of the State of New York as
applied to agreements entered into and to be performed in such state.

SECTION 9.04  NOTICES.

     All  notices  and other  communications  under this  Agreement  shall be in
writing and shall be deemed to have been duly given or made as follows:

     (a) If sent by registered or certified  mail in the United  States,  return
receipt requested, upon receipt;

     (b) If sent by reputable overnight air courier (such as Federal Express), 2
business days after being sent;

     (c) If sent by facsimile  transmission,  with a copy mailed on the same day
in the manner  provided  in clauses  (a) or (bi)  above,  when  transmitted  and
receipt is confirmed by telephone; or

     (d) If otherwise  actually  personally  delivered,  when delivered  against
written receipt thereof.

     All notices and other  communications under this Agreement shall be sent or
delivered as follows:

         If to AUGI, to:

                  American United Global, Inc.
                  c/o Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
                  101 East 52nd Street
                  New York, NY 10022
                  Attention:  Robert M. Rubin, CEO
                  Telephone:        (516) 938-2323
                  Fax:              (631) 254-2136

         with a copy to (which shall not constitute notice):

                  Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
                  101 East 52nd Street
                  New York, NY 10022
                  Attention:        Stephen A. Weiss, Esq.
                  Telephone:        (212) 752-9700
                  Facsimile:        (212) 980-5192




                                       16
<PAGE>



         If to Lifetime, to:

                  Lifetime Healthcare Services, Inc.
                  125 Michael Drive, Suite 104
                  Syosset, NY 11791
                  Attention: Mr. Robert DePalo
                  Telephone:  (516) 837-7000
                  Telecopy:  (516) 837-7036

         with a copy to (which shall not constitute notice):

                  Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
                  101 East 52nd Street
                  New York, NY 10022
                  Attention:        Stephen A. Weiss, Esq.
                  Telephone:        (212) 752-9700
                  Facsimile:        (212) 980-5192

         If to NY Medical, to:

                  New York Medical, Inc.
                  Two Jericho Plaza, Wing B
                  Jericho, New York 11753
                  Attention: Dr. Jonathan Landow, M.D.
                  Telephone:  (516) 938-2323
                  Telecopy:  (516) 938-9679

         with a copy to (which shall not constitute notice):

                  Snow, Becker & Krauss, P.C.
                  605 Third Avenue
                  New York, NY 10022
                  Attention: Keith S. Braun, Esq.
                  Telephone:  (212) 455-0476
                  Telecopy: (212) 949-7052

         If to the New York Medical Employee Stock Ownership Plan and Trust, to:

                  New York Medical Employee Stock Ownership Plan and Trust
                  c/o Lamb & Barnosky, LLP
                  534 Broadhollow Road
                  Melville, NY 11747
                  Attention: Joseph Albanese, Trustee

         with a copy to (which shall not constitute notice):

                  Lamb & Barnosky, LLP
                  534 Broadhollow Road
                  Melville, NY 11747
                  Attention: Gary Holman, Esq.

     Any Party may change its address by written notice in accordance  with this
Section.




                                       17
<PAGE>



SECTION 9.05  ENTIRE AGREEMENT.

     This Agreement (including the documents and instruments referred to in this
Agreement) contains the entire  understanding of the Parties with respect to the
subject matter contained in this Agreement, and supersedes and cancels all prior
agreements, negotiations, correspondence, undertakings and communications of the
Parties, oral or written, respecting such subject matter.

SECTION 9.06  ASSIGNMENT.

     Neither this  Agreement  nor any of the rights,  interests  or  obligations
under  this  Agreement  shall be  assigned  by any of the  Parties  (whether  by
operation of law or otherwise)  without the prior  written  consent of the other
Parties;  provided that in no event may the right to indemnification provided by
Article VIII hereto be assigned by any of the Parties,  with or without consent,
except by operation of law.  Subject to the  immediately  foregoing  sentence of
this Section 9.06, this Agreement will be binding upon,  inure to the benefit of
and be enforceable by, the Parties and their respective successors and assigns.

SECTION 9.07  HEADINGS; REFERENCES.

     The article, 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.  All  references  herein  to  "Articles"  or
"Sections"  shall be deemed to be  references  to  Articles  or Sections of this
Agreement unless otherwise indicated.

SECTION 9.08  COUNTERPARTS.

     This Agreement may be executed in one or more  counterparts,  each of which
shall be deemed to be an original but all of which shall be  considered  one and
the same agreement.

SECTION 9.09  NO THIRD PARTY BENEFICIARIES.

     Except as expressly provided by this Agreement,  nothing herein is intended
to confer upon any person or entity not a Party to this  Agreement any rights or
remedies under or by reason of this Agreement.

SECTION 9.10  SEVERABILITY; ENFORCEMENT.

     Any term or provision of this Agreement that is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or  unenforceability  without rendering invalid or unenforceable
the remaining  terms and  provisions of this Agreement or affecting the validity
or  enforceability  of any of the terms or provisions  of this  Agreement in any
other  jurisdiction.  If any  provision  of this  Agreement is so broad as to be
unenforceable,  the  provisions  shall be  interpreted to be only so broad as is
enforceable.

SECTION 9.11  RULES OF CONSTRUCTION.

     The Parties  agree that they have been  represented  by counsel  during the
negotiation  and  execution  of  this  Agreement  and,   therefore,   waive  the
application of any law,  regulation,  holding or rule of construction  providing
that ambiguities in an agreement or other document will be construed against the
party drafting such agreement or document.

SECTION 9.12  EXHIBITS.

     All of the  exhibits  to this  Agreement  are hereby  incorporated  in this
Agreement and shall be deemed and  construed to be a part of this  Agreement for
all purposes.

SECTION 9.13  INTERPRETATION.

     The words  "include,"  "includes" and "including" when used herein shall be
deemed in each case to be followed by the words "without  limitation." The table
of contents and headings  contained in this Agreement are for reference purposes
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.



                       [SIGNATURES ON THE FOLLOWING PAGE]


                                       18
<PAGE>




IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.


AMERICAN UNITED GLOBAL, INC.

By:      /s/ Robert M. Rubin
         --------------------------------
Name:    Robert M. Rubin
Title:   Chairman of the Board and CEO


LIFETIME HEALTHCARE SERVICES, INC.

By:      /s/David M. Barnes
         --------------------------------
Name:    David M. Barnes
Title:   Chief Financial Officer


NEW YORK MEDICAL, INC.

By:      /s/Jonathan Landow, M.D
         --------------------------------
Name:    Dr. Jonathan Landow, M.D.
Title:   CEO


NEW YORK MEDICAL EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST


By:      /s/Joseph Albanese
         --------------------------------
Name:    Joseph Albanese
Title:   Trustee