<PAGE>

                                                                    EXHIBIT 10.1


                                  CLOSING AGREEMENT

This Closing Agreement, dated as of January 28, 1998, is by and among UNIVERSAL
SELF CARE, INC., a Delaware corporation ("UNIVERSAL"), each of its wholly owned
subsidiaries, CLINISHARE DIABETES CENTERS, INC., a California corporation,
PHYSICIANS SUPPORT SERVICES, INC., a California corporation, USC-MICHIGAN, INC.,
a Michigan corporation, its wholly owned subsidiary, PCS, INC. - WEST, a
Michigan corporation, DIABETES SELF CARE, INC., a Virginia corporation, USCI
HEALTHCARE MANAGEMENT SOLUTIONS, INC., a Delaware corporation, and certain of
the stockholders of Universal, BRIAN D. BOOKMEIER, EDWARD T. BUCHHOLZ, MATTHEW
B. GIETZEN, and ALAN M. KORBY (individually, each a "STOCKHOLDER" and
collectively, the "STOCKHOLDERS"), on the one hand, and GAINOR MEDICAL
MANAGEMENT, LLC ("GAINOR MANAGEMENT"), a Georgia limited liability company, and
its subsidiary GAINOR MEDICAL ACQUISITION COMPANY, a Georgia corporation
("GAINOR ACQUISITION", and collectively with Gainor Management, "GAINOR"), on
the other hand. The parties named above entered into an Asset Purchase Agreement
on November 14, 1997, as amended by the First Amendment to the Asset Purchase
Agreement dated November 24, 1997 (the "ASSET PURCHASE AGREEMENT").  In order to
consummate the Asset Purchase Agreement, the parties thereto hereby agree as
follows.  (References to "Sections" are references to sections of the Asset
Purchase Agreement, and references to "paragraphs" are references to paragraphs
of this Agreement.  Capitalized terms used but not defined herein are defined in
the Asset Purchase Agreement.)

1.   Notwithstanding the first sentence of Section 2.3(a), at the Closing,
     Gainor Acquisition shall make a cash payment by wire transfer of
     immediately available funds to the bank account of Universal's choice equal
     to $17 million plus the Closing Net Asset Value, less the amount paid under
     paragraph 3 below.

2.   The principal amount of the Note referred to in the first sentence of
     Section 2.3(b) shall be $17 Million.

3.   In connection with the condition stated in Section 8.9 Gainor shall deliver
     to the State of California Board of Equalization on the Closing Date, as an
     accommodation to Universal, a Gainor Management check payable to the Board
     of Equalization in the amount of $391,230.00, the  amount stated in the
     pay-off letter dated on or about January 27, 1998 from the Board of
     Equalization delivered to Gainor by Universal; and prior to Closing Gainor
     shall have received adequate of the Board of Equalization's receipt of such
     check.

4.   In addition to those documents to be delivered to Gainor by Universal
     pursuant to Section 2.4(b), Universal shall also deliver to Gainor the
     following:

     (i)  Termination Agreement executed by Tod Robinson releasing Diabetes Self
          Care, Inc. from any and all obligations to him under his employment
          agreement with that Purchased Company; and

<PAGE>

     (ii) Termination Agreement executed by Edward Buchholz releasing USCI
          Healthcare Management Solutions, Inc. from any and all obligations to
          him under his employment agreement with that Purchased Company.

5.   Notwithstanding the first sentence of Section 2.5(b), if 75% of the Post
     Closing Revenue, as defined in Section 2.5(b), is less than $17 million,
     then the Note shall be adjusted by reducing the principal amount of the
     Note by the amount of the shortfall, following the procedure set forth in
     Section 2.7 of the Asset Purchase Agreement.


6.   The following are added to the list of occurrences stated in Section 6.9(a)
     as a result of which or in connection with which the Selling Companies
     shall indemnify, reimburse and hold harmless Gainor, the Purchased
     Companies, and any of their Affiliates, any successors or assigns, none of
     which shall be subject to the claim threshold in Section 6.9(e):

     (a) any Loss in connection with any claim, action, lawsuit or other
     proceeding by or on behalf of Karen Barger based on any actions taken or
     failed to have been taken by a Selling Company or a Purchased Company prior
     to the Closing; (b) any Loss in connection with a claim, audit,
     investigation, or enforcement action by, or proceeding before, Medicare,
     any Medicaid agency of any state, MediCal, or any intermediary or agent of
     any state or local governmental entity, or any other healthcare regulatory
     body, against a Selling Company or a Purchased Company based on any actions
     taken or failed to have been taken by any Selling Company or Purchased
     Company prior to the Closing and either identified in the California
     Department of Health Services review of Physicians Support Services, Inc.
     for the period November 1, 1994 to April 30, 1996, or not disclosed in the
     Disclosure Memorandum; or (c) any Loss in connection with any claim,
     action, lawsuit or other proceeding based on a claim of ownership of
     certificate number 1, 2, 3 or 4 representing Diabetes Self Care, Inc.
     common stock issued before the Closing Date, or a claim of ownership of 
     such common stock.

7.   Notwithstanding the provisions of Section 6.20, Gainor shall not be
     required to use any efforts to collect any accounts receivable in the
     Sandata system.  In addition, during the first month after the Closing
     Gainor shall commit to the collection of other Universal trade accounts
     receivable all the employees of the Purchased Companies committed to the
     collection of trade accounts receivable after the initial termination of
     employees of the Purchased Companies after the Closing; during the next
     month after the Closing, Gainor shall commit at least six employees to the
     collection of other Universal trade accounts receivable; after the first
     two months after the Closing, Gainor shall not be required to commit more
     than three employees to the collection of other Universal trade accounts
     receivable; and the efforts of such employees shall be at least as diligent
     as those used by Universal employees prior to the Closing.

8.   Notwithstanding the provisions of Section 6.25, prior to Closing Gainor
     shall designate the employees of the Purchased Companies who are to be
     terminated after Closing.  Universal shall not be required to hire such
     employees but Universal shall be responsible for any liabilities incurred
     by Gainor or the Purchased Companies in connection with such terminations
     by the Purchased Companies, except for liabilities incurred by Gainor or
     the Purchased Companies due to any tortious act committed by Gainor or a
     Purchased Company in connection with such terminations, such as assault or
     slander.

                                          2
<PAGE>

9.   Before the Closing, Gainor advanced to the Purchased Companies
     $1,083,312.46 to pay all federal and state payroll and withholding taxes
     accrued and unpaid by the Purchased Companies as of January 25, 1998.  In
     consideration of such advance, $1,299,974.80 shall be a treated as a
     liability of the Purchased Companies to be shown on the Closing Balance
     Sheets and included in the calculation set out in Section 2.2(a)(iii)(3)
     and 2.3(a), thereby reducing the cash to be paid at Closing.

10.  Notwithstanding anything in this Agreement or the Asset Purchase Agreement
     to the contrary, and without limiting the generality of any provision of
     either such agreement which is not contrary to the following, (i) as of the
     Closing, no Purchased Company shall sponsor any Benefit Plan or Applicable
     Benefit Plan (defined hereinafter); (ii) as of the Closing, no Purchased
     Company shall have any liability, or responsibility to act or omit to act
     in any regard, in relation to any Benefit Plan or Applicable Benefit Plan;
     (iii) Gainor shall not assume or have any liability at any time in relation
     to any Applicable Benefit Plan (unless such liability is expressly assumed
     by Gainor); and (iv) as of the Closing, there shall be no liability, or
     responsibility to act or omit to act in any regard, in relation to the
     Assumed Plan (defined hereinafter), except with respect to insurance
     premiums and claims for benefits in the ordinary and customary course of
     administration of the Assumed Plan.  To the extent that work in relation to
     the Assumed Plan (with respect to any and all matters occurring up to the
     Closing) or in relation to any Applicable Benefit Plan must be accomplished
     after the Closing, competent counsel and other consultants engaged by
     Universal prior to Closing shall be responsible for all such work; and,
     without limiting any other provision of this Agreement or the Asset
     Purchase Agreement, Universal shall be solely responsible for the payment
     of all fees, costs, expenses and other charges incurred by one or more of
     Gainor, Diabetes Self Care, Inc., or USCI Health Care Management Solutions,
     Inc. prior to and after Closing in relation to the Assumed Plan (with
     respect to any and all matters occurring up to the Closing) or in relation
     to any Applicable Benefit Plan. Universal shall be solely responsible for
     the payment of all administrative and other fees, costs, expenses and other
     charges incurred in relation to the Assumed Plan after the Closing with
     respect to coverage required under the Consolidated Omnibus Budget
     Reconciliation Act of 1985, as amended, for employees of any Purchased
     Company prior to the Closing whose employment is terminated, for any reason
     or no reason, at any time before the sixth month after the Closing.  Gainor
     and its legal counsel shall be entitled to obtain any and all documents and
     other information (whether written or unwritten), from any and all persons
     and entities, relating to one or more of the Applicable Benefit Plans and
     the Assumed Plan.  For purposes of this paragraph 10, the phrase "Benefit
     Plan" shall include, without limitation, (i) each pension, retirement,
     profit-sharing, cash or deferred, deferred compensation, stock option,
     phantom stock, stock appreciation rights, employee stock ownership,
     severance pay, vacation, paid time off, education-reimbursement, bonus,
     incentive, and other or similar plan, program or other arrangement, (ii)
     each written or unwritten employee or other or similar program,
     arrangement, agreement or understanding, whether arrived at through
     collective bargaining or otherwise, (iii) each cafeteria, Section 125,
     medical, vision, dental, disability, death benefit, life insurance, health
     and/or accident plan, program or other arrangement, and (iv) each other
     employee benefit plan, voluntary employees' beneficiary association, fringe
     benefit plan, and other or similar plan, program or other arrangement,
     agreement or understanding, including, without limitation, each "employee
     benefit plan," as that term is defined in Section 3(3) of the 

                                          3
<PAGE>

     Employee Retirement Income Security Act of 1974, as amended.   The phrases
     "Applicable Benefit Plan" and "Applicable Benefit Plans" shall include,
     without limitation, (i) each and every Benefit Plan which, at any time up
     to the Closing, was sponsored by, was contributed to or required to be
     contributed to by, or was otherwise connected with, one or more of
     Universal, Clinishare Diabetes Centers, Inc., Physicians Support Services,
     Inc., USC-Michigan, Inc., PCS, Inc.-West, Diabetes Self Care, Inc., and
     USCI Health Care Management Solutions, Inc. (each, a "Target Company"), and
     (ii) the Diabetes Self Care, Inc. 401(k) Plan, and each Target Company-
     related life insurance, health coverage, disability coverage, flexible 
     benefits, and other or similar plan, program or arrangement. The phrases 
     "Benefit Plan," "Applicable Benefit Plan" and "Applicable Benefit Plans" 
     shall exclude only the fully-insured health and accident plan sponsored 
     for only the eligible employees of Diabetes Self Care, Inc. (the benefits 
     under which are underwritten by Allmerica Health Insurance Company); and 
     such excluded plan is referred to in this paragraph 10 as the "Assumed 
     Plan."

11.  The list of Accepted Contracts contained on Schedule A to the Asset
     Purchase Agreement shall be expanded to include that certain Equipment
     Lease between Target Equipment Leasing, Inc. and Universal Self Care, Inc.
     dated February 23, 1996 for specified computers and computer hardware
     located at  11585 Farmington Road, Livonia, MI.

12.  With reference to Section 6.30, because of the failure of Diabetes Self
     Care, Inc. to obtain assignments of benefits for all patients and customers
     billed under the PCS, Inc. - West ("PCS") provider numbers (the "PCS
     customers"):

     (i)  the parties agree that Gainor and Diabetes Self Care, Inc. shall
          continue reasonable efforts after the Closing to obtain such
          assignments of benefits; and Gainor, Diabetes Self Care, Inc. and
          their agents and representatives shall be entitled to communicate with
          the PCS customers for the purposes thereof and to take such other
          steps as shall be reasonably necessary to obtain such assignments of
          benefits.  In addition, as to all PCS customers for which Diabetes
          Self Care, Inc. has not obtained such assignments of benefits within
          six months after the Closing, the Note shall be adjusted by reducing
          the principal amount of the Note by an amount equal to $600 times the
          number of such PCS customers (up to $2.0 million), following the
          procedure set forth in Section 2.7.

     (ii) PCS has entered into a Billing Agency Agreement dated the date hereof
          with Gainor Medical Direct, L.L.C., a Georgia limited liability
          company ("Gainor Direct"), under which PCS has appointed Gainor Direct
          as its agent to furnish billing, claims, check negotiation and
          collection services as to payments receivable from or on behalf of the
          PCS customers, a copy of which Agency Agreement is attached hereto as
          Exhibit A.  The parties further agree that Gainor Direct shall pay
          over to Gainor all money received by Gainor Direct in regard to the
          PCS Customers, less any money payable to Gainor Direct as compensation
          under the Agency Agreement, and Gainor shall be entitled to keep all
          such money received from Gainor Direct or PCS, as applicable.  In
          addition, the Note shall be immediately adjusted by reducing the
          principal amount of the Note by $2.0 million, following the procedure
          set forth in Section 2.7, if within six months after the Closing
          either (A) PCS, its affiliates, successors or assigns 

                                          4
<PAGE>

          terminate, revoke or modify or attempt to terminate, revoke or modify
          the Agency Agreement or any part thereof except at the written request
          or with the written consent of Gainor, or (B) Gainor Direct shall
          otherwise be prevented by law or under an order or ruling of any court
          or governmental agency (a "Legal Impediment") from performing under
          the Billing Agency Agreement or from receiving and keeping the amounts
          which it otherwise would be entitled to receive and keep under this
          paragraph 12(ii), and PCS fails within 30 days after the occurrence of
          such Legal Impediment to implement procedures reasonably satisfactory
          to Gainor that insure that Gainor may receive and keep all payments to
          or on behalf of PCS or its customers, and all fees payable under the
          Billing Agency Agreement, it would have received for such six month
          period had such Legal Impediment not occurred.

13.  Diabetes Self Care, Inc. has entered into an agreement with MCI for the
     provision of certain telephone services.  If after the Closing Gainor or
     Diabetes Self Care, Inc. desires to terminate such agreement and is not
     able to terminate on 30 days' notice or less, Diabetes Self Care, Inc.
     shall have the right to assign such agreement to Universal, and Universal
     thereupon shall accept such agreement and assume all obligations under such
     agreement as if such agreement were an Assigned Agreement under the Asset
     Purchase Agreement.

14.  In consideration of Gainor's relinquishment of the Selling Companies'
     rights in certain furniture and equipment located at 990 Highland Drive,
     Solana Beach, California, the cash to be paid at Closing shall be reduced
     $3,000.

15.  After the Closing, Universal shall continue to use its best efforts to
     secure the consent to the assignment of the following equipment leases
     covering certain computers, computer hardware and computer software:
     Equipment Lease between Target Equipment Leasing, Inc. and Universal Self
     Care, Inc. dated February 23, 1996
     Equipment Lease between Target Equipment Leasing, Inc. and Universal Self
     Care, Inc. dated February 27, 1996
     Equipment Lease between Target Equipment Leasing, Inc. and Universal Self
     Care, Inc. dated March 12, 1996.
     
16.  Attached hereto as Exhibit B is the allocation of the Purchase Price
     pursuant to Section 6.7(e)(iii).

17.  Concerning the assumption by Gainor Acquisition of the Gainor Assumed
     Liabilities, and the accounting for certain items to be shown on the
     Closing Balance Sheet, the parties agree that Gainor Acquisition shall not
     assume the accounts payable to Greenberg, Traurig, Hoffman, Lipoff, Rosen &
     Quentel and to Feldman Radin & Co., P.C., in the aggregate amount of
     $260,486, and vendor rebates payable in the amount of $470,000 for products
     supplied by the Purchased Companies to Medicare and Medicaid patients shall
     be treated as accounts receivable instead of a reduction of accounts
     payable.  In connection therewith, notwithstanding the provisions of
     Section 2.5(c), twelve months following the Closing, the principal amount
     of the Note shall be reduced (following the procedure set forth in Section
     2.7) in the event and to the extent that the amount by which collections of
     the trade accounts 

                                          5
<PAGE>

     receivable shown on the Closing Balance Sheet shall be less than $5.75
     million during that 12 month period.

18.  Attached hereto as Exhibit C is a copy of the Preliminary Balance Sheets,
     signed separately by a representative of each of the parties and annotated
     concerning certain liabilities of certain Selling Companies to be assumed
     by Gainor Acquisition and treated as Gainor Assumed Liabilities, with a
     corresponding reduction in the cash to be paid at Closing, and certain
     liabilities of certain Purchased Companies not to be assumed by Gainor
     Acquisition and treated as Gainor Assumed Liabilities, with a corresponding
     increase in the cash to be paid at Closing.

Each of the parties hereto has caused this Closing Agreement to be duly executed
on its behalf as of the date indicated on the first page hereof. This Agreement
may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument.


GAINOR:

GAINOR MEDICAL MANAGEMENT, LLC               GAINOR MEDICAL ACQUISITION
                                             COMPANY 

By:                                          By:                      
   -------------------------                    --------------------------
     Mark J. Gainor                               Mark J. Gainor
     President                                    President


UNIVERSAL:

UNIVERSAL SELF CARE, INC.                    CLINISHARE DIABETES CENTERS, INC.

By:                                          By:                      
   ------------------------                     -------------------------

Brian D. Bookmeier                           Brian D. Bookmeier            
----------------------------                 -----------------------------
Print Name                                   Print Name

PRESIDENT                                    VICE PRESIDENT                
----------------------------                 -----------------------------
Print Title                                  Print Title


PHYSICIANS SUPPORT SERVICES, INC.            USC-MICHIGAN, INC.

By:                                          By:                      
    ------------------------                    ---------------------------

Brian D. Bookmeier                           Brian D. Bookmeier            
----------------------------                 ------------------------------
Print Name                                   Print Name



VICE PRESIDENT                               VICE PRESIDENT                
----------------------------                 ------------------------------
Print Title                                  Print Title



                                          6
<PAGE>


PCS, INC. - WEST                             DIABETES SELF CARE, INC.

By:                                          By:
    ----------------------                        --------------------------

Brian D. Bookmeier                           Brian D. Bookmeier            
--------------------------                   -------------------------------
Print Name                                   Print Name


VICE PRESIDENT                               VICE PRESIDENT                
--------------------------                   -------------------------------
Print Title                                  Print Title


USCI HEALTHCARE MANAGEMENT
 SOLUTIONS, INC.

 By:                          
     -------------------------

Brian D. Bookmeier            
------------------------------
Print Name

VICE PRESIDENT                
------------------------------
Print Title


STOCKHOLDERS:


------------------------                     -----------------------------
BRIAN D. BOOKMEIER                           EDWARD T. BUCHHOLZ



------------------------                     -----------------------------
MATTHEW B. GIETZEN                           ALAN M. KORBY

                                          7
<PAGE>

                                      EXHIBIT A

                               BILLING AGENCY AGREEMENT








                                          8
<PAGE>


                                      EXHIBIT B

                              PURCHASE PRICE ALLOCATION



Accounts Receivable                                              $ 9,108,272
Inventories                                                        1,118,398
Property  and equipment                                              822,528
Cost in Excess of Net Assets Acquired                             22,950,802
                                                                  ----------

                                                                 $34,000,000
                                                                  ----------
                                                                  ----------

                                          9
<PAGE>

                                      EXHIBIT C

                              PRELIMINARY BALANCE SHEETS







                                          10