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                                                           EXHIBIT 10.1
  
                              ASSET PURCHASE AGREEMENT
                                           
                                       between
                                           
                           GAINOR MEDICAL MANAGEMENT, LLC,
                         GAINOR MEDICAL ACQUISITION COMPANY 
                                           
                                         and
                                           
                              UNIVERSAL SELF CARE, INC.,
                                           
                                   its Subsidiaries
                                           
                          CLINISHARE DIABETES CENTERS, INC.
                          PHYSICIANS SUPPORT SERVICES, INC.
                                  USC-MICHIGAN, INC.
                                   PCS, INC. - WEST
                               DIABETES SELF CARE, INC.
                                         and 
                      USCI HEALTHCARE MANAGEMENT SOLUTIONS, INC.
                                           
                          and Certain of its Stockholders, 
                                           
                                  BRIAN D. BOOKMEIER
                                  EDWARD T. BUCHHOLZ
                                  MATTHEW B. GIETZEN
                                         and
                                    ALAN M. KORBY
                                           
                                           
                                           
                                           
                                  November 14, 1997
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                                ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the "Agreement"), dated as of November __, 
1997, 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 
Selling Companies (as herein defined) desire to sell the Transferred Assets 
(as herein defined) to Gainor, and Gainor desires to buy the Transferred 
Assets from the Selling Companies, on the terms and subject to the conditions 
contained herein.  Therefore, in consideration of the mutual representations, 
warranties, covenants and agreements, and upon and subject to the terms and 
the conditions hereinafter set forth in this Agreement, the parties do hereby 
agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

For purposes of this Agreement, the following terms shall have the following
meanings:

"Accepted Contracts" means the contracts of the Selling Companies listed on
Schedule A hereto.

"Accounting Standards" means GAAP and where not inconsistent with GAAP, the
prior reasonable accounting practices of the Universal Entities as specified in
the Disclosure Memorandum.

 "Affiliates" of a particular Person means other Persons controlled by,
controlling, or under common control with, such Person.

"Assigned Contracts" means those contracts of the Purchased Companies listed in
Schedule A hereto.

"Beneficiaries" is defined in Section 3.21(a).

"Bill of Sale" means the instrument in the form of Exhibit A attached hereto to
be executed and delivered at the Closing pursuant to which certain Transferred
Assets will be conveyed to Gainor Acquisition.

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"Charter Documents" means the articles or certificate of incorporation and
bylaws of each of the Universal Entities. 

"Closing" means the consummation of the purchase and sale of the Transferred
Assets under the terms of this Agreement.

"Closing Date" means the date on which the Closing occurs.

"Closing Balance Sheets" is defined in Section 2.6(b).

"Closing Net Asset Value" is defined in Section 2.2(a).

"Contract Assignment Agreement" means the instrument in the form of Exhibit B to
be executed and delivered at Closing pursuant to which the Purchased Companies
will assign certain contracts to Universal, and the Selling Companies will
assign certain contracts to the Purchased Companies.  

"Designated Official" means Mark J. Gainor, or any other person designated by
Gainor as a "Designated Official".

"Disclosure Memorandum" means the memorandum executed and delivered by the
Universal Entities and the Stockholders contemporaneously with the execution and
delivery of this Agreement containing information required to be disclosed under
this Agreement.

"Employees" means the employees of the Universal Entities.

"Employee Benefit" refers to employment related obligations of the Universal
Entities, including all actual or contingent liabilities relating to
unemployment, health, injury, death and retirement as well as any and all items
of a similar nature.

"Employment Agreement" means the instrument in the form of Exhibit C attached
hereto to be executed and delivered at the Closing regarding the employment by
Gainor Acquisition of Edward T. Buchholz.

"Encumbrance" means any mortgage, charge (whether fixed or floating), security
interest, pledge, claim, right of first refusal, lien (including, without
limitation any unpaid vendor's lien), option, hypothecation, title retention or
conditional sale agreement, lease, option, restriction as to transfer, use or
possession, easement, subordination to any right of any other person, and any
other encumbrance on the absolute and unfettered use and ownership of any asset
or property.

"Environmental Law" includes any statute, law, code, regulation, order, notice,
rule, ordinance, or any requirement, restriction, limitation, condition or
obligation contained therein, including any and all plans, orders, decrees,
judgments, and notices issued, entered, promulgated, or approved thereunder,
purporting to regulate the use, misuse, pollution or preservation of land, air
and water resources including but not limited to those purporting to regulate
building and planning, industrial buildings, plants or equipment, and health or
safety, only as such are directly related to environmental matters.

"Excluded Assets" means assets of the Selling Companies specifically identified
as Excluded Assets on Schedule A hereto, including without limitation all of the
outstanding shares of stock of each of the Selling Companies.

"Excluded Contracts" means all contracts of all Universal Entities other than
the Accepted Contracts.  

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"GAAP" means generally accepted accounting principles consistently applied.

"Gainor Agreements" shall mean, collectively, this Agreement, the Gainor
Assumption Agreement, the Employment Agreement and the Note.

"Gainor Assumed Liabilities" means the liabilities of the Selling Companies
specifically identified on Schedule A hereto as Gainor Assumed Liabilities and
all liabilities incurred in connection with the operation of Universal's
Business by Gainor after the Closing.

"Gainor Assumption Agreement" means the instrument in the form of Exhibit D
attached hereto to be executed and delivered at the Closing pursuant to which
Gainor Acquisition will assume the Gainor Assumed Liabilities.

"Gainor's Business" means the business conducted by Gainor and its Affiliates of
the design, assembly and distribution of micro-sampling products and the
marketing, sale and distribution of diabetic supplies.

"Gainor Financial Statements" means the audited consolidated balance sheets of
Gainor Management as of December 31, 1996 and the related audited consolidated
statements of income, cash flows and shareholder's equity for the year then
ended and the unaudited consolidated balance sheets of Gainor Management as of
September 30, 1997 and the related unaudited consolidated statements of income
and cash flows for the nine months then ended.

"Hazardous Material" means any hazardous substance or any pollutant or
contaminant defined or included as such in (or for the purposes of) any
Environmental Law.

"Interim Financial Statements" means the unaudited consolidated and
consolidating balance sheet of the Universal Entities as of September 30, 1997,
and the related unaudited consolidated and consolidating statements of income,
cash flow and shareholder's equity for the three-month period then ended,
prepared by management of Universal or anyone under the direction of the
management of Universal.

"Knowledge of Universal" or "Universal's Knowledge" (or words of similar import)
refers, with respect to each Universal Entity, to all those things known after
reasonable inquiry by the directors and officers of such Universal Entity about
the thing or things in question.

"Knowledge of Stockholders" or "Stockholders' Knowledge" (or words of similar
import) refers to all those things known after reasonable inquiry by the
Stockholders.

"Material Adverse Effect" means a material adverse effect (i) on the business,
assets, financial condition or prospects of either the Selling Companies taken
as a consolidated whole, or either of the Purchased Companies, (ii) on the
relationship of any Universal Entity with any material customer or supplier,
(iii) on any material Universal Contract, or (iv) on the transactions
contemplated herein.

"Note" is defined in Section_2.3(b).

"Permitted Encumbrance" means an Encumbrance identified as a "Permitted
Encumbrance" in the Disclosure Memorandum.

"Person" means a corporation, partnership, trust, limited liability company,
other business entity or an individual.

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"Plans" is defined in Section 3.21(a).

"Post Closing Revenue" is defined in Section 2.7(a).

"Preliminary Balance Sheets" is defined in Section 2.3(a).

"Proxy Statement" means the proxy statement to be used by Universal in
connection with the meeting at which the stockholders of Universal will be asked
to approve the transactions set forth herein.

"Purchased Companies" means USCI Healthcare Management Solutions, Inc. and
Diabetes Self Care, Inc.

"Purchased Shares" means all of the issued and outstanding equity interests of
each of the Purchased Companies.

"Rule" means any law, statute, rule, regulation, order, court decision, judgment
or decree of any federal, state, territorial, provincial or municipal authority.

"Section 338(h)(10) election" means an election described in Section_338(h)(10)
of the Code with respect to Universal's sale of the Purchased Shares to Gainor
Acquisition pursuant to this Agreement.  Section_338(h)(10) Election shall also
include any substantially similar election under a state or local statute
corresponding to Federal laws.

"Section 338 forms" means all returns, documents, statements, and other forms
that are required to be submitted to any Federal, state, county or other local
taxing authority in connection with a Section 338(g) Election or a
Section 338(h)(10) Election.  Section 338 forms shall include, without
limitation, any "statement of Section 338 election" and  United States Internal
Revenue Service Form 8023 (together with any schedules or attachments thereto)
that are required pursuant to Treas. Reg. Section 1.3381 or Treas. Reg. Section
1.338(h)(10)1.

"Selling Companies" means collectively Universal and all of the Subsidiaries
other than the Purchased Companies.

"Stock Powers" means the stock transfer powers executed by Universal in blank
pursuant to which the Purchased Shares will be transferred to Gainor
Acquisition. 

"Subsidiary" means any corporation, limited liability company, partnership,
joint venture or other legal entity, 50% or more of the capital stock or equity
of which is owned by Universal or any other Subsidiary of Universal, and shall
expressly include, without limitation, each of Clinishare Diabetes Centers,
Inc., a California corporation, Physicians Support Services, Inc., a California
corporation, USC-Michigan, Inc., a Michigan corporation, PCS, Inc. - West, a
Michigan corporation, Diabetes Self Care, Inc., a Virginia corporation, and USCI
Healthcare Management Solutions, Inc., a Delaware corporation.

"Tax" or "Taxes" means all forms of levies, taxes, customs and other duties
normally deemed to be of a fiscal or customs nature, including but not limited
to (a) all taxes levied, imposed or assessed under the Internal Revenue Code of
1986, as amended, or any rule, in the U.S. or elsewhere; (b) taxes in the nature
of sales tax, consumption tax, value added tax, payroll tax, group tax,
undistributed profits tax, fringe benefits tax, recoupment tax, withholding tax,
land tax, water rates, municipal rates, stamp duties, gift duties or other
state, territorial, provincial or municipal charges or impositions levied,
imposed or collected by any governmental body; and (c) any

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additional tax, interest, penalty, charge, fee or other amount of any kind 
assessed, charged or imposed in relation to the non-, late, short or 
incorrect payment of the same or the failure to file any return.

"Trademark Assignments" means the instruments substantially in the form of
Exhibit E hereto to be executed and delivered at Closing pursuant to which all
trademarks included in the Transferred Assets will be assigned by Universal to
Gainor.

"Transferred Accounts" means those bank accounts listed on Schedule A.

"Transferred Assets" means all right, title and interest of the Selling
Companies in, to and under all of their respective properties and assets
(tangible or intangible, real or personal, fixed or contingent, owned directly
or indirectly, including but not limited to all trademarks, the goodwill
associated therewith and the right to sue for past infringements thereof),
including but not limited to the Purchased Shares, and excluding the Excluded
Assets.  

"Transferring Employee" means each Employee to whom Gainor makes an offer of
employment and who accepts such offer.

"Universal Agreements" means, collectively, this Agreement, the Bill of Sale,
the Trademark Assignment, and the Universal Assumption Agreement. 

"Universal Assumed Liabilities" means all the liabilities of the Purchased
Companies other than (a) liabilities retained by the Purchased Companies on and
after the Closing consisting of performance obligations under all contracts of
the Purchased Companies other than the Assigned Contracts, and those liabilities
of the Purchased Companies shown on the Closing Balance Sheets, and (b) all
liabilities that arise in connection with the operation of Universal's Business
by Gainor that arise after the Closing and are attributable to acts or omissions
occurring after the Closing.

"Universal Assumption Agreement" means the instrument in the form of Exhibit F
attached hereto to be executed and delivered at the Closing pursuant to which
Universal will assume the Universal Assumed Liabilities.

"Universal Financial Statements" means the audited consolidated and unaudited
consolidating balance sheets of the Universal Entities as of June 30, 1996 and
1997, and the related audited consolidated and unaudited consolidating
statements of income, cash flows and shareholder's equity for the three years
ended June 30, 1995, 1996 and 1997, together with all footnotes, annexes and
schedules thereto, accompanied by the audit reports of Feldman Radin & Co.,
P.C., together with the Interim Financial Statements, and all notes thereto, all
of which balance sheets, statements of income and cash flow, reports and notes
have been attached to and incorporated into the Disclosure Memorandum.

"Universal Representative" means Brian D. Bookmeier, a Stockholder acting as the
representative of each of the Stockholders for purposes of this Agreement.

"Universal Contracts" means all contracts, leases, agreements, indentures,
licenses, mortgages, commitments or binding arrangements or relationships
pursuant to which any Universal Entity is either a party or a third party
beneficiary.

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<PAGE>

"Universal Entity" means Universal and each Subsidiary; and "Universal Entities"
means, collectively, Universal and all Subsidiaries.

"Universal Permits" is defined in Section 3.18.

"Universal Premises" means the real estate (including fixtures, buildings and
other improvements thereon) at the addresses listed in the Disclosure Memorandum
owned or leased by a Universal Entity, as indicated therein.

"Universal Properties" is defined in Section 3.12(e).

"Universal's Business" means the business currently conducted by all of the
Purchased Companies, and any remaining business currently conducted by the
Selling Companies, namely the marketing, sale and retail distribution of
diabetic supplies, and the services related thereto, and disease management
programs and services.

"Warranty" means any representation of warranty of the Universal Entities and
Stockholders in this Agreement and in each certificate or other document
delivered by them or on their behalf in connection with this Agreement.

                                       ARTICLE 2
                                TERMS OF TRANSACTION

2.1      Purchase and Sale of Transferred Assets.  Upon the terms and
subject to the conditions of this Agreement, at the Closing Gainor Acquisition
shall purchase the Transferred Assets from Selling Companies and Selling
Companies shall sell, transfer and assign the Transferred Assets to Gainor
Acquisition.

2.2      Consideration.  In consideration of the sale, transfer and
assignment to Gainor Acquisition of the Transferred Assets and Universal's
assumption of the Universal Assumed Liabilities, Gainor Acquisition shall: 

         (a)   pay the Selling Companies the sum of

               (i)    $17 million; plus 

               (ii)   an amount equal to 75% of the Post Closing Revenue (as 
         defined in Section 2.5(b)) or $20 million, whichever is less, plus

               (iii)  the sum (whether positive or negative) of (1) the cash 
         shown on the Closing Balance Sheets, (2) the lesser of the book value 
         or the net realizable value at Closing of all inventory shown on the 
         Closing Balance Sheets, and (3) the agreed value at Closing (as 
         determined in accordance with Section 2.6(a) below) of all other 
         tangible assets shown on the Closing Balance Sheets (excluding 
         accounts receivable, prepaid expenses, deposits and other like kind 
         assets, intercompany receivables, loan receivables, and Excluded 
         Assets), less (4) the book value at Closing of the Gainor Assumed 
         Liabilities required to be listed in a balance sheet, prepared in 
         accordance with GAAP, less (5) all liabilities of the Purchased 
         Companies shown on the Closing Balance Sheets, and less (6) the amount 
         of the pledge by the Universal Entities to the American Diabetes 
         Association (the aggregate of (1)-(6) being referred to herein as 
         the "Closing Net Asset Value"); and 

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<PAGE>

         (b)   assume the Gainor Assumed Liabilities.

2.3      Payment.  The Purchase Price (which is subject to a post-closing 
adjustment as set forth in Section 2.5 below) shall be paid as follows:

         (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.  
For the purpose of the Closing, the Closing Net Asset Value shall be 
estimated based upon a preliminary unaudited consolidated closing balance 
sheet for the Selling Companies and separate unaudited closing balance sheets 
for each of the Purchased Companies, each as of the Closing Date, which shall 
be prepared by or on behalf of Universal in accordance with the Accounting 
Standards and delivered to Gainor at the Closing. Such preliminary balance 
sheets shall show detail sufficient to allow a preliminary determination of 
the Closing Net Asset Value (the "Preliminary Balance Sheets").

         (b)  At the Closing, Gainor Management shall deliver to Universal a 
subordinated promissory note substantially in the form of Exhibit G hereto 
(the "Note") in the principal amount of $20 Million, having a term of at 
least 5 years and 1 day, but no more than 6 years, with interest payable 
quarterly at the rate of 7% per annum through December 31, 1998, and 8% per 
annum thereafter, and all principal due and payable on the maturity date. 
Upon determination of the Post Closing Revenue under Section 2.5(b), the 
principal amount of the Note shall be reduced to the lessor of (i) $20 
million or (ii) 75% of the Post Closing Revenue. Gainor shall have the right 
to offset against any amount of principal or interest due under the Note any 
amount to which Gainor is entitled under any claim for indemnification made 
by Gainor against Universal hereunder, as determined in accordance with 
Section 6.9 hereof.  The Note shall be convertible into equity securities of 
Gainor to the extent set forth therein.

1.1      The Closing. 

         (c)   The Closing shall take place, subject to the satisfaction or 
waiver of the conditions set forth herein in the offices of Nelson Mullins 
Riley_& Scarborough, L.L.P., Atlanta, Georgia or in such other place as the 
parties may agree upon in writing, on a date to be mutually agreed upon by 
the parties provided, however, that the Closing shall take place not later 
than ten (10) business days following stockholder approval and ratification 
of this Agreement and the transactions contemplated hereby at the Universal 
Stockholders Meeting described in Section 6.16 hereof.  

         (d)   At the Closing, Universal shall execute and deliver to Gainor, 
in substantially the forms attached hereto or otherwise in a form reasonably 
acceptable to Gainor:

               (i)    certificates representing all of the Purchased Shares 
         along with the Stock Powers; 

               (i)    the Preliminary Balance Sheets; 

               (ii)   the Bill of Sale; 

               (iii)  the Contract Assignment Agreement;

               (iv)   the Universal Assumption Agreement; 

               (v)    the Trademark Assignments;

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               (vi)   all business and financial files and records of each 
         Selling Company (including but not limited to all customer lists, 
         payment records, financial statements and all other information, files 
         and records) which are required to operate Universal's Business after 
         the Closing as it was run by the Universal Entities prior to the 
         closing; 

               (ii)   signature cards for bank accounts of each of the 
         Transferred Accounts;

               (i)    releases of all Encumbrances on all Transferred Assets;

               (iii)  the resignations of all of the directors and officers 
         of the Purchased Companies, effective as of the Closing Date; 

               (iv)   the Purchased Companies' original corporate minute books; 

               (vii)  all other corporate records of the Purchased Companies; 
         and

               (viii) legal opinions of counsel to each of the Universal 
         Entities concerning, among other things, the organization and authority
         of the Universal Entities, the Purchased Companies' authorized and
         outstanding capital stock, the due authorization, execution and 
         delivery of this Agreement and each other agreement and instrument to 
         be delivered by the Stockholders and the Universal Entities hereunder, 
         the transfer of the Purchased Shares, the transfer of the Transferred 
         Assets, the Assumption of the Universal Assumed Liabilities, and other 
         reasonable and customary matters.

         (e)   At the Closing, in addition to payment of the Purchase Price 
as set forth in Section 2.3, Gainor shall execute and deliver to Universal, 
in substantially the forms attached hereto or otherwise in a form reasonably 
acceptable to Universal: 

               (i)    the Gainor Assumption Agreement; 

               (ix)   the Contract Assignment Agreement;

               (ii)   the Note; and 

               (iii)  legal opinions of counsel to each of Gainor Acquisition 
         and Gainor Management covering, among other things, the organization 
         and authority of each of Gainor Acquisition and Gainor Management, the 
         due authorization, execution, delivery, and enforceability of this 
         Agreement and each other agreement and instrument to be delivered by 
         Gainor hereunder, the Assumption of the Gainor Assumed Liabilities, 
         and other reasonable and customary matters.

         (f)   At the Closing, Gainor Acquisition and Edward T. Buchholz shall 
execute and deliver the Employment Agreement.

         (g)   At the Closing, the Purchased Companies shall execute and deliver
the Contract Assignment Agreement.

1.2      Post-Closing Adjustment in Purchase Price.

         (a)   Within five business days after the final determination of the 
Closing Net Asset Value under Section 2.6(b) below, if the final Closing Net 
Value Asset shown in the Closing Balance Sheets is lower than the preliminary 
Closing Net Asset Value shown in the Preliminary 

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Balance Sheets, the principal amount of the Note shall be reduced (following 
the procedure given in Section 2.7) by the amount of such difference, and if 
the final Closing Net Asset Value shown in the Closing Balance Sheets is 
greater than the preliminary Closing Net Asset Value shown in the Preliminary 
Balance Sheets, the principal amount of the Note shall be increased 
(following the procedure given in Section 2.7) by an amount equal to such 
difference.

         (b)   Upon determination of the Post Closing Revenue (as defined 
below), the principal amount of the Note shall be adjusted to equal the 
lesser of (i) $20 million or (ii) 75% of the Post Closing Revenue following 
the procedure set forth in Section 2.7.  "Post Closing Revenue" shall mean 
the gross revenues of the Purchased Companies for calendar year 1998, less 
sales taxes, allowable adjustments and other sales adjustments, all 
determined in accordance with GAAP.  In the event that the Purchased 
Companies are consolidated with other of Gainor's businesses or companies, 
then the Post Closing Revenue shall exclude revenue from then existing 
customers of such other businesses and companies, but the revenue of 
customers of both the Purchased Companies and the consolidated businesses or 
companies shall be included in Post Closing Revenue. By February 1, 1999, 
Gainor shall deliver to Universal a statement showing the Post Closing 
Revenue.  Universal shall review such statement and shall, within 10 days of 
receipt of such statement, notify Gainor in writing of any objections 
thereto.  If Universal fails to give such notice by such time, Universal 
shall be deemed to have agreed with the statement as delivered.  If Universal 
gives such notice by such time, Gainor and Universal shall then have 10 
business days after such notice to agree on the Post Closing Revenue.  If 
Gainor and Universal are not able to agree by such time, such statement will 
be submitted to Ernst & Young, LLP, Atlanta, Georgia (or any successor 
accounting firm), who shall have responsibility for determining the correct 
Post Closing Revenue, under GAAP, within 30 days following such submission. 
Ernst & Young, LLP's (or any such successor accounting firm's) determination 
shall be final and binding on Gainor and Universal.  The costs of any such 
determination shall be shared equally by Gainor and Universal. 

         (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 receivable shown on the Closing Balance Sheet shall be less 
than $5 million during that 12 month period.

1.3      Determination of Value of Tangible Assets and Closing Net Asset Value

         (h)   Not later than 20 business days prior to the Closing, Gainor 
and Universal shall agree upon the value of all of the tangible assets of the 
Universal Entities to be included on the Closing Balance Sheets (excluding the 
Excluded Assets). If Gainor and Universal are unable to agree by such time, 
then the parties shall cause an appraisal to be made of such tangible assets by 
an independent third party appraiser acceptable to both parties.  The value so 
determined shall be reflected on the Preliminary and Final Closing Balance
Sheets.  The cost of such appraisal shall be shared equally by Gainor and 
Universal.

         (i)   Not later than 20 business days after the Closing, Universal
shall prepare or cause to be prepared audited balance sheets as of the Closing 
Date, in accordance with the Accounting Standards and consistent with prior 
years' reasonable accounting practices, on a consolidated basis 

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for the Selling Companies and separate balance sheets for each of the 
Purchased Companies, in detail sufficient to allow the determination of the 
Closing Net Asset Value (the "Closing Balance Sheets").  All intercompany 
receivables and payables shall be satisfied and "zeroed out" on the Closing 
Balance Sheets. Upon completion of the Closing Balance Sheets, Universal 
shall deliver a copy of the Closing Balance Sheets to Gainor, who shall 
review the Closing Balance Sheets and notify Universal in writing of any 
objections thereto within 45 days after receiving them.  If Gainor fails to 
give such notice by such time, Gainor shall be deemed to have agreed with the 
Closing Balance Sheets as delivered.  If Gainor gives such notice by such time, 
Gainor and Universal shall then have 10 business days after such notice to 
agree on the Closing Net Asset Value.  If Gainor and Universal are not able to 
agree by such time, the Closing Balance Sheets will be submitted to Ernst & 
Young, LLP in Atlanta, Georgia (or any successor accounting firm), who shall 
have responsibility for determining the correct Closing Net Asset Value, under 
the Accounting Standards and consistent with prior years' reasonable accounting 
policies, within 30 days following such submission.  Ernst & Young, LLP's (or 
any such successor accounting firm's) determination shall be final and binding 
on Gainor and Universal.  The costs of any such determination shall be shared 
equally by Gainor and Universal.

2.4      Note Adjustment.  If any adjustment is required to be made to the Note 
hereunder, the principal amount of the Note shall be reduced or increased, as 
the case may be, by (a) the amount of such adjustment, plus (b) the total of 
all interest paid on the amount of the adjustment through the date of such 
adjustment, or the total of all interest that would have been paid on the 
amount of the adjustment from the Closing Date through the date of such 
adjustment, as the case may be.  Upon any reduction of or increase in the Note, 
Universal shall promptly annotate the Note to reflect such reduction or 
increase and deliver to Gainor a copy of the Note so annotated.  Adjustments 
may be made separately or with other adjustments, and all adjustments shall be 
cumulative.

                                      ARTICLE 3A
                            REPRESENTATIONS AND WARRANTIES
                                OF UNIVERSAL ENTITIES

To induce Gainor to execute, deliver and perform this Agreement, and in
acknowledgment of Gainor's reliance on the following Warranties, each of the
Universal Entities hereby jointly and severally represents and warrants to
Gainor as follows as of the date hereof and as of the Closing.

3.1      Organization of Universal Entities.

         (a)   Each Universal Entity is a corporation duly organized and 
validly existing under the laws of its jurisdiction of incorporation and has all
requisite power and authority, corporate or otherwise, to carry on and conduct 
its business as it is now being conducted and to own or lease its properties 
and assets.  Except as set forth in the Disclosure Memorandum, or where the 
failure to properly and timely file would have a Material Adverse Effect, all 
documents required to be filed with any government entity with respect to 
each Universal Entity have been properly and timely filed.

         (b)   Except as disclosed in the Disclosure Memorandum, no Universal 
Entity has been, is currently being, or a result of the consummation of the 
transactions contemplated herein will be 

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(i) subject to any bankruptcy or insolvency related procedure in respect of 
part or all of its assets, or (ii) involuntarily liquidated.  Except as 
specified in the Disclosure Memorandum, no Rule and no provision of any 
Charter Document, or any agreement of any Universal Entity would require any 
Universal Entity to be wound up or dissolved after the Closing Date whether as 
a result of capital impairment of the Universal Entity or otherwise.

         (c)   The Disclosure Memorandum sets forth (i) the name, address and 
jurisdiction of organization of each Universal Entity, (ii) every entity in 
which any Universal Entity owns any of the outstanding equity, directly or 
indirectly, (iii) the equity interest in such entity that is owned by such 
Universal Entity, and (iv) each such entity's respective jurisdiction of 
organization.

         (d)   The Disclosure Memorandum includes a true, complete and correct 
copy of all of the Charter Documents for each of the Purchased Companies and 
Universal has delivered to Gainor a true, complete and correct copy of each of 
the Charter Documents and all minutes of shareholders' and directors' meetings 
or written consents in lieu of such meetings for the Purchased Companies, all 
as in effect on the date hereof.  The minutes of directors' and stockholders' 
meetings of each Universal Entity that have previously been delivered to Gainor 
are the complete, true, valid and correct records of directors' and 
stockholders' meetings through and including the date hereof and, reflect all 
transactions and other matters required to be reflected in such records, as 
well as such other matters customarily contained in records of such type.

         (e)   The current officers and directors of each Universal Entity 
are listed in the Disclosure Memorandum.

         (f)   Except as set forth in the Disclosure Memorandum, since June 30, 
1997, the Selling Companies (other than Universal) have not been engaged in 
the Universal Business or any other corporate activity.

3.2      Power and Authority of Universal Entities.  Other than the approval 
of Universal's stockholders (which is a condition to Universal's and Gainor's 
obligations hereunder) and other than as set forth in the Disclosure 
Memorandum or except where the failure to obtain a consent, approval, 
authorization or estoppel would not have a Material Adverse Effect, each 
Universal Entity has obtained all necessary consents, approvals, 
authorizations or estoppels of any other Person or governmental or regulatory 
authority required to be obtained to execute and perform under this Agreement 
and to authorize and permit the Universal Entities to transfer, or cause to 
be transferred, to Gainor all of the Transferred Assets.  The execution, 
delivery and performance of this Agreement, and the consummation of the 
transactions contemplated hereby, have been duly and validly authorized by 
all necessary action, corporate or otherwise, on the part of each Universal 
Entity required to take such action and except as set forth in the Disclosure 
Memorandum will not without the giving of notice or the lapse of time, or 
both (i) violate or conflict with any of the provisions of any Charter 
Document; (ii) violate, conflict with or result in a breach or default under 
or cause termination of any term or condition of any mortgage, indenture, 
contract, license, permit, instrument, trust document, or other agreement, 
document or instrument to which any Universal Entity is a party or by which 
any Universal Entity or any of its properties may be bound; (iii) violate any 
Rule the result of which would have a Material Adverse Effect; or (iv) result 
in the creation or imposition of any material Encumbrance upon any asset of 
any Universal Entity.  This Agreement has been duly and validly executed by 
each Universal 

                                       11

<PAGE>

Entity and constitutes each such parties legal, valid and binding obligation, 
enforceable in accordance with its terms, except to the extent that its 
enforceability is limited by bankruptcy, insolvency, reorganization or other 
laws relating to or affecting the enforcement of creditor's rights generally 
or by general principals of equity.

1.4      Ownership of the Shares.  Universal owns, of record and 
beneficially, good, valid and marketable title to the Purchased Shares, the 
Purchased Shares are validly issued and are free and clear of any 
Encumbrances, with no defects of title whatsoever, and Universal has full and 
exclusive power, right and authority to vote and transfer the Purchased 
Shares.  Except as disclosed in the Disclosure Memorandum, other than the 
Purchased Shares, Universal owns no capital shares of any Purchased Company 
and has no right to acquire any such shares.  Except as disclosed in the 
Disclosure Memorandum, no Person (other than Universal) owns any capital 
shares of any Purchased Company, no Person has any right to acquire any such 
shares and there are no Encumbrances on any such shares.  Upon consummation 
of the Closing, Gainor Acquisition shall obtain good, valid and marketable 
title to the Purchased Shares, free and clear of all Encumbrances, with no 
defects of title whatsoever, and shall have full and exclusive power, right 
and authority to vote the Purchased Shares. Universal is not a party to or 
bound by any agreement affecting or relating to its right or obligation to 
transfer or vote the Purchased Shares.                   

3.3      Issued Shares.  

         (a)   The number of issued and outstanding shares or other equity 
interests of each Universal Entity are set forth in the Disclosure 
Memorandum.  The number of shares of Universal owned by each Stockholder is 
set forth in the Disclosure Memorandum.  Universal owns all outstanding 
shares of each of the Subsidiaries, with the exception of PCS, Inc.-West, 
which is a wholly-owned subsidiary of USC-Michigan, Inc.  All of such shares 
and interests are validly issued.  All issuances, transfers or purchases of 
all such shares and interests have been in compliance with all applicable 
agreements and all applicable Rules, and all Taxes thereon have been paid.  
There are no shares or other capital interests held in the treasury of any 
Universal Entity.  Universal has full power, right and authority to vote all 
of the shares and other interests of each Subsidiary, with the exception of 
PCS, Inc.-West. USC-Michigan, Inc. has the full power, right and authority to 
vote all of the shares and other interests of PCS, Inc.-West.  All of the 
shares of each Universal Entity are validly issued and are free and clear of 
any Encumbrances, with no defects of title whatsoever.                   

         (b)   Except as set forth in the Disclosure Memorandum, no increase 
in the capital of any Purchased Company has been agreed, resolved or 
promised, nor is in the process of being effected,  and none will be through 
Closing.  No instrument or security whatsoever which may, whether by 
exchange, subscription, conversion or in any other manner, give right to 
share capital or voting rights as to any Purchased Company has been issued, 
resolved or promised.     

1.5      Absence of Other Claims.  Except as set forth in the 
Disclosure Memorandum, there is not outstanding, nor is any Purchased Company 
bound by, any subscriptions, options, preemptive rights, warrants, agreements 
or rights of any character requiring such Purchased Company to issue or 
transfer any of its shares or other equity interests, or any of the Purchased 
Shares, including any right of conversion or exchange under any outstanding 
security or other instrument.  There are no 

                                       12

<PAGE>

outstanding obligations of any Purchased Company to repurchase, redeem or 
otherwise acquire any of its outstanding shares or other equity interests.    

1.6      Compliance with Law.  No Universal Entity has violated any order of 
any court, governmental authority, arbitration board or tribunal to which it 
is or was subject, nor is any Universal Entity in violation of any Rule the 
violation of which would have a Material Adverse Effect.  Except as set forth 
in the Disclosure Memorandum, (i) since June 30, 1992 no Universal Entity has 
been the subject of an audit, investigation, or other enforcement action by 
Medicare, any Medicaid agency of any state, MediCal, any intermediary or 
agent of any state or local governmental entity, or other healthcare 
regulatory bodies, and (ii)  since June 30, 1994, no fines, assessments, 
penalties or other amounts have been paid by any Universal Entity to or 
withheld by Medicare, any Medicaid agency of any state, MediCal, any 
intermediary or agent of any state or local governmental entity or other 
healthcare regulatory bodies because of a violation of a Rule promulgated by 
any such body.

1.7      Financial Matters.  The Universal Financial Statements, as provided 
to Gainor, including the footnotes thereto are complete, have been prepared 
in accordance with the Accounting Standards, consistently applied, and fairly 
present the financial position of the Universal Entities as of the dates 
thereof and the results of their operations for the respective periods 
thereof. The Universal Financial Statements contain all disclosures required 
under the Accounting Standards as of the dates of, and for the periods 
covered by, the Universal Financial Statements.  Since June 30, 1992, the 
books and records of each Universal Entity have been maintained in accordance 
with the Accounting Standards.      

1.8      Indebtedness.  The Disclosure Memorandum sets forth a complete and 
accurate list and description of all instruments or other documents relating 
to any direct or indirect indebtedness for borrowed money of each Universal 
Entity, as well as indebtedness by way of lease-purchase arrangements, 
guarantees, undertakings on which others rely in extending credit, and all 
conditional sales contracts, pledges and other security arrangements with 
respect to personal property used or owned by such Universal Entity. Except 
as expressly set forth in the Disclosure Memorandum, no Universal Entity is 
in material default with respect to any indebtedness aggregating $30,000 or 
more or, to the knowledge of Universal, any other indebtedness.

1.9      No Undisclosed Liabilities.  Except as and to the extent reflected 
and adequately reserved against on the Interim Balance Sheets or as shown in 
the Disclosure Memorandum, no Universal Entity has any liabilities or 
obligations whatsoever, whether accrued, absolute, contingent or otherwise, 
in excess of $20,000.

3.4      Tax Matters.

         (c)   Tax Reserves.  The amount of the Universal Entities' 
liabilities for unpaid Taxes for all periods ending on or before the date of 
this Agreement do not, in the aggregate, materially exceed the amount of the 
current liability accruals for Taxes with respect to each Universal Entity, 
as such accruals are reflected in the Interim Balance Sheets; and the amount 
of any Universal Entity's liability for unpaid Taxes for all periods ending 
on or before the Closing does not, in the aggregate, exceed the amount of the 
current liability accruals for Taxes as shown on the Interim Balance Sheet 
for each respective Universal Entity.

                                       13

<PAGE>

         (d)   Tax and Employee Benefit Returns.  Except as set forth in the 
Disclosure Memorandum, any and all the Universal Entities have correctly and 
timely (i) filed all Tax and Employee Benefit returns required to be filed in 
the manner required by Tax and Employee Benefit authorities, (ii) responded 
to information requested by said authorities and (iii) made all Tax and 
Employee Benefit payments at due dates, including but not limited to federal 
and state payroll taxes.  All such payments that are due and unpaid, as well 
as all penalties and interest on delinquencies, have been accrued as 
liabilities of the Universal Entities.

         (e)   Other Matters.  The Purchased Companies are not a party to any 
tax sharing agreement with any other Person.  Except as set forth in the 
Disclosure Memorandum: (i) no Universal Entity is subject to income tax in 
countries other than the U.S.; (ii) none of the Universal Entities has 
entered into any transaction which could be disregarded or recharacterized 
for Tax or Employee Benefit purposes on the grounds that it aimed at the 
avoidance of Tax or Employee Benefit obligations; and (iii) none of the 
Universal Entities is the subject matter of any inquiry, investigation or 
audit relating to Tax or Employee Benefit matters and have not been informed 
of any proposed audit.

         (f)   Tax and Employee Benefit Audits.  The Disclosure Memorandum 
sets forth the conclusions of any Tax or Employee Benefit audit or 
reassessment made during the period not yet completely time barred by 
applicable statutes of limitation.

         (g)   Returns Furnished.  The Universal Entities have furnished 
Gainor with true and complete copies of (i) income tax audit reports, 
statements of deficiencies, closing or other agreements received by or on 
behalf of each Universal Entity relating to Taxes, and (ii) all tax returns 
for each Universal Entity for all periods since July 1, 1994.

Litigation.  Except as set forth in the Disclosure Memorandum, 
there is no action, suit, investigation or proceeding pending or, to 
Universal's Knowledge, threatened against or affecting a Universal Entity, 
Universal's Business or the assets of a Universal Entity before any court or 
by or before any governmental body or arbitration board or tribunal, nor is 
there any internal investigation at any Universal Entity as to any 
circumstances that would adversely affect Universal's Business or the 
Transferred Assets, nor is there a basis for any such action, suit, 
investigation or 

3.6 proceeding. No action, suit, investigation or proceeding listed on the 
Disclosure Memorandum will have a Material Adverse Effect on Universal's 
Business prior to or following the Closing.

3.7      Assets.

         (a)   Description.  The Disclosure Memorandum sets forth a 
description, the location, the historical cost and the net book value of all 
personal property and leasehold improvements included in the Transferred 
Assets and in the assets of the Purchased Companies with a net book value in 
excess of $500.00.

         (a)   Title.  Each Universal Entity has good, valid and marketable 
title to all of its assets, free and clear of any and all Encumbrances other 
than the Permitted Encumbrances.  The 

                                       14

<PAGE>

Universal Entities own all the real and personal property reflected on the 
Interim Financial Statements.  Upon the Closing, Gainor shall have good, 
valid and marketable title to all of the Transferred Assets free and clear of 
any and all Encumbrances, other than the Permitted Encumbrances.

         (b)   Possession.  Except as set forth in the Disclosure Memorandum, 
each material tangible asset of the Universal Entities and materially all of 
the tangible assets of each Universal Entity in the aggregate are on 
Universal Premises, in their possession and control and no one else has any 
right, title or interest in any property or asset of the Universal Entities 
or used in Universal's Business.

         (c)   All Assets.  The assets of the Universal Entities reflected on 
the Interim Financial Statements are all the assets used to conduct 
Universal's Business as of the date of the Interim Financial Statements, and 
other than those transferred or consumed in the ordinary course of business, 
all such assets are in the possession of the Universal Entities.

         (d)   Condition.  The assets of the Universal Entities that 
constitute tangible personal property (collectively, the "Universal 
Properties") are in good condition and repair, in satisfactory working order 
(ordinary wear and tear excepted), have been maintained in accordance with 
reasonable procedures and are suitable for their respective intended uses in 
connection with the operation of Universal's Business.  The properties leased 
or used by each Universal Entity do not have any known material defects. 

         (e)   Compliance.  Universal Properties and the existing and prior 
uses thereof by the Universal Entitles are in substantial compliance in all 
respects with all applicable Rules.  The Universal Entities have delivered to 
Gainor all material reports and documents generated by the Universal Entities 
or any third party at the direction of the Universal Entities about the 
condition of Universal Properties or about such compliance.

         (f)   Inventory.  Except as set forth in the Disclosure Memorandum, 
all of the Universal Entities' inventory included in the Interim Financial 
Statements is of a quality usable and saleable in the ordinary and usual 
course of Universal's Business, and the quantities of each type of inventory 
are not excessive, but are reasonable, adequate and appropriate in the 
Universal Entities' present circumstances.  All of such inventory is valued 
for the purposes of the Interim Financial Statements at the lower of cost or 
net realizable market value.

         (g)   Accounts Receivable.  Each Universal Entity has provided Gainor 
with a current, complete and accurate aging report of its accounts receivable, 
a copy of the most recent of which is included in the Disclosure Memorandum. 

         (i)   [intentionally omitted]

                                       15

<PAGE>

         (j)   Interests in Other Persons.  Other than the shares of the 
Subsidiaries owned by Universal and USC-Michigan, Inc. set forth in the 
Disclosure Memorandum, no Universal Entity owns, either legally or 
beneficially, directly or indirectly any participating interest in any 
partnership, limited liability company, trust, joint venture, association or 
other non-corporate business enterprise.

         (k)   Bank Accounts.  The Disclosure Memorandum contains a list of 
all the checking, depository or other bank accounts and any safe deposit 
boxes of or relating to the assets, operations or business of the Universal 
Entities, together with the authorized signers.

3.8      Suppliers and Customers.

         (a)   The Disclosure Memorandum contains a list of:  each supplier 
of goods or services to each Universal Entity to whom such Universal Entity 
paid in the aggregate more than $25,000 during the 12-month period ended 
September 30, 1997, together with the amount paid during such period; and 
each customer or third-party payor of each Universal Entity to whom such 
Universal Entity billed in the aggregate more than $50,000 during the 
12-month period ended September 30, 1997, together with the amount billed 
during this period.  Except as set forth in the Disclosure Memorandum, there 
has been no change in the reimbursement rates for any such third-party payor 
during such 12-month period in excess of 2%, nor does any Universal Entity 
have any knowledge of any such proposed change.

        (b)    The Universal Entities have agreements with the managed care 
providers listed in the Disclosure Memorandum (identified by provider and the 
applicable Universal Entity) covering approximately 8,300 patients (the 
"Managed Care Customers"); true, correct, and complete copies of such 
agreements are contained in the Disclosure Memorandum, and except as set 
forth in the Disclosure Memorandum, all such agreements will remain in full 
force and effect after the Closing; except as set forth in the Disclosure 
Memorandum, no such agreement requires assignment, and no such agreement may 
be terminated due to the transfer of the Purchased Shares to Gainor 
Acquisition; and to Universal's Knowledge, each such provider will do 
business with Gainor following the Closing substantially to the same extent 
they did business with Universal prior to Closing.

         (c)   At least 50,691 customers have ordered from the Universal 
Entities within the last 365 days; at least 35,507 customers have ordered 
from the Universal Entities within the last 120 days; and the Universal 
Entities have made monthly shipments of at least 18,291 packages in each of 
the three full calendar months prior to date of this Agreement.  The 
Disclosure Memorandum sets forth, for each month between December 31, 1996 
and 

                                       16

<PAGE>

September 30, 1997, the number of patient referrals, the number of 
packages shipped and the net revenue of each Universal Entity.

         (d)   Except as set forth in the Disclosure Memorandum, there are no 
material disputes between any Universal Entity (or to Universal's Knowledge, 
any of the Universal Entities' employees or representatives) and any of the 
Universal Entities' significant suppliers, customers or others doing business 
with any Universal Entity.  Except as set forth in the Disclosure Memorandum, 
neither the execution of this Agreement nor the consummation of the 
transactions contemplated hereunder will have any material adverse effect on 
the business relationship of any Universal Entity with any significant 
supplier or customer.

3.9      Trade Secret and Employment Claims.  Except as set forth in the 
Disclosure Memorandum, Universal has not received notice that any third party 
has claimed that any Universal Entity, any Stockholder, or any director, 
officer, manager, employee or agent of any Universal Entity, in respect of 
activities on behalf of any Universal Entity or in respect of the operations 
of Universal's Business to date, has (i) violated any of the terms or 
conditions of any employment contract with a third party, (ii) infringed any 
patent, trademark or copyright of a third party, (iii) disclosed or used any 
trade secrets or proprietary information or documentation of such third 
party, or (iv) interfered in the employment relationship between a third 
party and any of his or its employees; nor does any Universal Entity have any 
reason to believe that any such violation, disclosure, use or interference 
has occurred.

3.10     Intellectual Property.

         (a)   The Disclosure Memorandum (i) lists all patents, patent 
applications, trade names, trademarks, service marks, trademark and service 
mark registrations and applications, all material patent, trademark and 
service mark licenses, all material copyrights, all material computer 
software, other than retail shrinkwrap software, and all databases and other 
intellectual property, that are owned by or registered in the name of the 
Universal Entities or to which the Universal Entities have any rights as 
licensee or otherwise, which list specifies which items are owned and to 
which items the Universal Entities have rights as a licensee or otherwise;  
and (ii) lists all material contracts, agreements or understandings pursuant 
to which the Universal Entities have authorized any person to use, or which 
any person otherwise has the right to use, in any business or commercial 
activity, any of the items listed in clause (i) above.  

         (b)   The items listed or described in the Disclosure Memorandum 
pursuant to the preceding subsection (a) constitute or represent all of the 
material intellectual property used to conduct Universal's Business, and the 
Universal Entities' ownership and use rights with respect thereto are free 
and clear of Encumbrances, other than Permitted Encumbrances.

         (c)   All federal trademark or service mark registrations, and all 
applications to register any trademarks or service marks with any trademark 
register maintained by the United States Patent and Trademark Office or any 
similar authority of any state or foreign country, filed or in the name of 
any Universal Entity, are based on truthful affidavits or declarations of use.

         (d)   Except as set forth in the Disclosure Memorandum, no Universal 
Entity has infringed upon any patent, service mark, trade name, trademark, 
copyright, trade secret or other intellectual property belonging to any other 
Person; and no Universal Entity has agreed to indemnify any Person for or 
against any infringement of or by the intellectual property set forth in 

                                       17

<PAGE>

the Disclosure Memorandum.  To the knowledge of Universal, no person is 
infringing upon any of the Universal Entities' patents, patent applications, 
trade names, trademarks, service marks, trademark and service mark 
registrations, licenses, copyrights, computer software or other intellectual 
property which infringement would have a Material Adverse Effect. 

         (e)   The Universal Entities own or license all computer
software and databases that are necessary to conduct Universal's Business as
presently conducted by the Universal Entities and all material documentation
relating to all such computer software and databases.  The computer software
performs in all material respects in accordance with the documentation related
thereto or used in connection therewith and is free of material defects in
programming and operation.  

3.11     Contracts.

         (a)   The Disclosure Memorandum includes a list of all Universal 
Contracts with a value, expected payments or expected benefits in excess of 
$25,000, identified by Universal Entity, and all other Universal Contracts 
that are material to Universal's Business, true, correct and complete copies 
of which are contained in the Disclosure Memorandum, including without 
limitation the following:

               (i)    all agreements and participation agreements between a 
         Universal Entity and any provider or pharmacy which serves Medicare or 
         Medicaid patients;

               (ii)   all managed care contracts or approvals in a managed care 
         plan or third-party program;

               (iii)  all third-party payor contracts;

               (iv)   all bank accounts associated with Universal's 
         participation in each Medicare/Medicaid or other third party payor 
         program; and

               (v)    all agreements with Medicare, MediCal, and any state 
         Medicaid or any fiscal intermediary for Medicare, MediCal, or any 
         Medicaid agency.

               (vi)   all agreements with billing agencies and financial or
         fiscal intermediaries; and

               (vii)  all contracts or other documents regarding arrangements 
         with referral sources and marketing agents.

         (b)   True and correct copies of each of the following documents 
received by any Universal Entity since January 1, 1995 have been delivered to 
Gainor, and each such document which could reasonably be expected to have a 
Material Adverse Effect has been listed on the Disclosure Memorandum: 

               (i)    all notices or other correspondence with any third party 
         payor terminating a contract or relationship and the reason for such 
         termination or alleging any breach of any such contract; 

                                       18

<PAGE>

               (ii)   all notices or other correspondence with any managed care
         plan terminating a contract or relationship and the reason for such 
         termination or alleging any breach of any such contract;

               (iii)  all notices, if any, to terminate a provider or 
         participation agreement with any Universal Entity or alleging a breach 
         of any such agreement; and

               (iv)   all discount pricing policies.

         (c)   Except as set forth in the Disclosure Memorandum:

               (i)    Each contract required to be listed in Section 3.16(a) is 
         in full force and effect and constitutes a binding obligation of all 
         parties thereto, enforceable against the other party or parties to 
         such contracts in accordance with its terms; no such contract has been 
         canceled or otherwise terminated, and to the knowledge of Universal 
         there is no threat to do so.

               (ii)   There are no existing defaults or events of default, real
         or claimed, or events (including the sale of the Purchased Shares) 
         which with notice or lapse of time or both would constitute material 
         defaults under any Universal Contract.

               (iii)  There are no Universal Contracts relating to Universal's
         Business or the assets of a Universal Entity with any director or 
         officer of any Universal Entity, any Stockholder, or any person with a 
         greater than 5% ownership interest in Universal's Common Stock, or with
         any person related to any such person or with any company or other 
         organization in which any director, officer of any Universal Entity, 
         any Stockholder, or any person with a greater than 5% ownership 
         interest in Universal's Common Stock or anyone related to any such 
         person, has a direct or indirect financial interest, excluding less 
         than a 5% interest in any Company listed on a national or regional 
         stock exchange or on the NASDAQ market.

               (iv)   No Universal Entity is subject to any contract or 
         agreement: (i) that contains covenants limiting the freedom of any 
         Universal Entity to compete in any line of business in any geographic 
         area;  (ii) that requires any Universal Entity to share any profits, 
         or requiring any payments or other distributions based on profits, 
         revenues cash flows or referrals; (iii) pursuant to which third 
         parties have been provided with products that can be returned to any 
         Universal Entity in the event they are not sold; or  (iv) that 
         otherwise has had or would reasonably forseeably have a Material 
         Adverse Effect.

               (v)    There are and have been no referral agreements, discounts,
         rebates, kickbacks, or referral payments or fees made or paid by any 
         Universal Entity in violation of any Rule.

3.12     Leases.

         (a)  Real Property.  No Universal Entity owns any real property. 
Except as set forth in the Disclosure Memorandum, no Universal Entity leases 
any real property.  Universal has delivered to Gainor true, correct, and 
complete copies of the following with respect to each parcel of real property 
listed or described in the Disclosure Memorandum:  each lease and option to 
purchase (if any) with respect to such property to which a Universal Entity 
is a party and any surveys in 

                                       19

<PAGE>

Universal's possession with respect to such property.  Except for Permitted 
Encumbrances and other matters set forth in the Disclosure Memorandum, to the 
knowledge of Universal no real property leased or used by any Universal 
Entity is subject to (i) any governmental decree or order (or threatened or 
proposed order known to such Universal Entity) to be sold, condemned or 
otherwise taken by public authority; or (ii) any rights of way, building use 
restrictions, exceptions, variances, reservations or limitations of any 
nature whatsoever, not of record which would have a material adverse effect 
on Gainor's use of such property.  All such leases shall be transferred and 
assigned as required herein, and shall remain in full force and effect 
immediately following such transfers and assignments; provided, however, that 
the Universal Entities make no representations with respect to the effect any 
conduct by Gainor may have on the effectiveness of any such lease.

         (b)   Other Property. The Disclosure Memorandum contains a complete 
and accurate list of all leases (including any capital leases) and 
lease-purchase arrangements with a total annual lease payment in excess of 
$10,000 pursuant to which any Universal Entity leases any property (other 
than real property) from others.  Except as set forth in the Disclosure 
Memorandum, the Universal Entities' possession of such property has not been 
disturbed, nor has any claim been asserted against the Universal Entities 
adverse to its rights in such leasehold interests.  All such leases that are 
required to be capitalized by the Accounting Standards have been so accounted 
for in the Universal Financial Statements, and such leases are identified as 
capital leases in the Disclosure Memorandum.  Except as set forth in the 
Disclosure Memorandum, all such leases to which a Selling Company is a party 
are fully assignable to Gainor and shall be assigned to Gainor at the Closing 
and all of such leases to which a Purchased Company is a party will remain in 
full force and effect after Closing.  No lease will be adversely affected by 
its assignment to Gainor, the transfer of the Purchased Shares or otherwise 
by the consummation of the transaction contemplated herein.

3.13     Permits.  Except as set forth in the Disclosure Memorandum:

         (a)   The Universal Entities and their employees (as applicable), 
hold all permits, licenses, franchises and authorizations from governmental 
and regulatory authorities as are necessary to conduct Universal's Business 
in the manner in which it has been and is being conducted (the "Universal 
Permits"), true, complete and correct copies of which Universal Permits are 
contained in the Disclosure Memorandum, including but not limited to the 
following:

               (i)    a list of all states from, in or to which any Universal 
         Entity mails prescription drugs, a description of any governmental 
         permits or licenses held by any Universal Entity required to do so or 
         regarding the use of the mails in any of these states, and a statement 
         as to where such mailings are made;

               (ii)   all medical, healthcare, and pharmacy related permits, 
         licenses, franchises and authorizations from governmental and 
         regulatory authorities, including DEA numbers and/or approvals, and 
         Medicare, MediCal, and any Medicaid agency supplier or provider 
         numbers and the Universal Entity which uses such number(s);

               (iii)  all approvals, certifications, or licenses granted by the 
         FDA (including 510(k)'s), with a description of the device or procedure
         so approved; and

                                       20

<PAGE>

         (a)   all approvals by or participation in private accrediting agency 
programs, evidence of which has been provided to Gainor.

         (b)   True, correct and complete copies of all correspondence 
regarding any material adverse information concerning any of the Universal 
Permits, all material notices concerning any of the Universal Permits, and 
other material information concerning the Universal Permits are contained in 
the Disclosure Memorandum, including but not limited to the following: 

               (iv)   all material documents relating to any governmental 
         agency surveys, investigations and inspections regarding any Universal 
         Entity or Universal's Business, the Universal Entity's response to any 
         deficiency or other problem noted, and copies of all documents 
         regarding any such problem or deficiency; 

               (v)    all material correspondence with the Health Care 
         Financing Administration, any state Medicaid agency or any fiscal 
         intermediary relating to the filing or auditing of any Medicare and 
         Medicaid cost reports or any actions or claims relating to recoupment, 
         penalties, offsets or other material adverse actions relating to 
         reimbursement;

               (vi)   all current marketing materials and other material
         communications with referral sources or patients.

               (vii)  all pricing and billing policies and procedures and 
         documentation permitting an audit of a sample of claims made to
         Medicare, MediCal, and any Medicaid agency programs. 

               (viii) all correspondence with any licensing or permitting
         agency in any state or the federal government referencing any 
         noncompliance (whether because of an action or an omission) with 
         any licensure or permitting requirement, any claims or charges past 
         or pending against any Universal Entity, its officers, directors, 
         employees, or, to Universal's knowledge, its agents, contractors or 
         affiliates, alleging violations of applicable regulatory requirements 
         including physician ownership or referral requirements of state or
         federal law; 

               (ix)   all court or agency orders, rulings, judgments or
         settlement agreements or evidence of other regulatory sanctions against
         any Universal Entity, its officers, directors or employees that relate 
         to Universal's Business which would have a Material Adverse Effect; 

               (x)    all documents relating to investigations or material
         inquiries, including subpoenas or other material requests for 
         information by governmental agencies and Universal's response;

               (xi)   each of Universal's compliance programs or policies and
         documents relating to complaints, inquiries and internal investigations
         relating to possible regulatory compliance issues including physician 
         ownership or referral requirements of state or federal law. 

                                       21

<PAGE>

         (c)   Except as set forth in the Disclosure Memorandum:  all
of the Universal Permits of the Selling Companies are fully transferable to
Gainor, and none of the Universal Permits of the Purchased Companies will be
terminated, canceled, revoked or otherwise materially adversely affected by the
transactions contemplated herein.  With respect to the Universal Permits of the
Purchased Companies which will be terminated, canceled, revoked or otherwise
materially adversely affected by the transactions contemplated herein, if any,
all standards and conditions to be met by Universal necessary for the reissuance
of such Universal Permits have been satisfied or obtained and will continue
until the Closing to be satisfied by the operation of the Universal Entities. 
No event has occurred that allows (nor after notice or lapse of time or both
would allow) revocation or termination of any Universal Permit or would result
in any other impairment of the rights of the holder of any Universal Permit.


         (d)   The Disclosure Memorandum lists all physicians who had a direct 
or indirect ownership interest in Universal prior to the initial public 
offering of stock of Universal, which ownership interest would raise any 
issue under Stark II, and all physicians having any compensation or any 
referral arrangement with any Universal Entity.  No Universal Entity is in or 
has committed any violation of any state or federal physician self referral 
law, including Stark II or the federal anti-kickback statute.

         (e)   Each Universal Entity has all necessary certificates of 
medical need and benefit assignments as required to receive reimbursement 
from Medicare, Medicaid and MediCal and other third party payors for each of 
its customers who rely on third party payors for payment.

3.14     Labor Matters. 

         (a)   The Universal Entities are in substantial compliance with all 
Rules respecting employment and employment practices, terms and conditions of 
employment, wages and hours.

         (b)   No Universal Entity is nor has been engaged in any unfair 
labor practice, and no unfair labor practice complaints against the Universal 
Entities are pending before the National Labor Relations Board or similar 
authority.  There are no labor strikes or other labor trouble actually 
pending, or to the Knowledge of Universal being threatened against or 
affecting the Universal Entities; relations between management and labor are 
generally amicable; and there have not been, nor are there presently, to the 
knowledge of Universal, any attempts or plans to organize the Universal 
Entities' employees. 

         (c)   There is no agreement, arrangement or understanding between 
the Universal Entities and any trade union, any representative of any trade 
union or any bargaining agent in respect of any of the Employees.  

         (d)   No Universal Entity has done, nor omitted to, do any act or 
thing the doing or omissions of which is or could be a material breach of any 
term contained or implied in any agreement between the Universal Entities and 
any of the Employees, or of any provision of any arrangement, practice, 
custom or understanding (whether or not legally enforceable) between any 
trade union and the Universal Entities, which act or thing, or the omission 
thereof, would foreseeably result in any collective bargaining obligation.

                                       22

<PAGE>

3.15      Employees.  

         (a)   The Disclosure Memorandum sets forth as to each Employee: his 
or her name, the Universal Entity he or she works for, the location of 
employment, the date on which he or she was hired, the basic weekly or hourly 
rate of pay (separately listing any bonus), a true and correct estimate of 
each of the Employee's accrued sick leave entitlement up to the Closing Date, 
a true and correct estimate of each of the Employee's accrued vacation up to 
the Closing Date, and a true and correct estimate of all other benefits 
actually or continently accruing to any Employee as of the Closing Date.   
Except as set forth in the Disclosure Memorandum, no Universal Entity has any 
obligation to pay severance to any Employee under any circumstances, 
contingent or otherwise.

         (b)   The Disclosure Memorandum sets forth as to each officer or 
other manager of any Universal Entity, the information described in 
subsection (a) above, as well as the current compensation rate (salary, 
bonus, commission or other) for each such person.

         (c)   All the items described in the preceding subsections (a) and 
(b) which remain unpaid will have been accrued as liabilities of the 
Universal Entities as of the Closing Date and reflected on the Closing 
Balance Sheets. 

         (d)   Except as set forth in the Disclosure Memorandum, no Universal 
Entity has entered into any written employment agreement or any other 
material agreement with any Employee, for a fixed term or otherwise.

         (e)   Since June 30, 1997, no Employee has received a raise out of 
the ordinary course of business, and no raises have been withheld in 
contemplation of the sale of Universal's business. 

         (f)   Except as set forth in the Disclosure Memorandum, during the 
last five years no significant accident or injury to an Employee has occurred 
at Universal Premises.

         (g)   No Universal Entity or Stockholder has any reason to believe 
that any key Employee of any Purchased Company will voluntarily leave such 
Purchased Company in connection with the sale of the Transferred Assets to 
Gainor hereunder, other than due to the termination of a significant number 
of employees in connection herewith.

         (h)   The Universal Entities have made available to Gainor all 
employment records for each Employee.

         (i)   To Universal's knowledge, no Transferring Employee is under 
any obligation which would prevent or limit such employee from performing any 
duty in furtherance of Universal's or Gainor's Business, including without 
limitation any no-compete, no-hire, or non-solicitation obligation pursuant 
to any employment or other agreement with any party.

         (j)   The Disclosure Memorandum contains a list of all licensed 
pharmacists, pharmacy assistants and physicians employed or engaged by or 
contracted with or by any Universal Entity, specifying the Universal Entity 
which employs such person, the type of license, all states or other 
governmental entities which have licensed such individual, the license number 
(if any), any employed physicians' DEA number and a list of all 
correspondence known to Universal relating to any adverse actions against any 
such persons, true, correct and complete copies of which are contained in the 
Disclosure Memorandum.  All such persons 

                                  23

<PAGE>

are properly licensed by all applicable governmental and regulatory agencies 
with respect to their activities on behalf of the Universal Entities, and 
Universal has no Knowledge of any material problems or adverse actions 
regarding any such license.  No Universal Entity or Stockholder has any 
reason to believe that any such licensed pharmacists, pharmacy assistants or 
physicians of any Purchased Company will voluntarily terminate his or her 
employed, engagement or contracted with or by such Purchased Company in 
connection with the sale of the Transferred Assets to Gainor hereunder, for 
any reason other than due to the termination of a significant number of 
employees in connection herewith.

3.16    Employee Benefit Plans and Arrangements.

         (k)   List of Plans and Obligations.  The Disclosure Memorandum sets 
forth a complete and accurate list and description of all plans, 
arrangements, agreements, commitments, promises and other obligations of all 
the Universal Entities, including but not limited to pension, retirement, 
profit-sharing, deferred compensation, stock option, employee stock 
ownership, severance pay, vacation, sick leave without compensation, bonus 
and other incentive plans, every medical, vision, dental and other health 
plan, every life insurance plan and every other written or unwritten employee 
program, arrangement, agreement or understanding, commitment or method of 
contribution or compensation, whether formal or informal, whether funded or 
unfunded and other obligations under which the Universal Entities have been, 
are or will be obligated to provide benefits to any current or former 
Employee, retiree, director, independent contractor, shareholder, officer, 
consultant or other beneficiary, or dependent, spouse or other family member 
or beneficiary of such Employee, retiree, director, independent contractor, 
shareholder, officer, consultant or other beneficiary, of such Universal 
Entity whether during their employment with such Universal Entity or after 
the termination of such employment (the "Plans" and the "Beneficiaries", 
respectively).  

         (l)   Compliance.  All of the Plans have been maintained, funded and 
administered in substantial compliance with all Rules, including but not 
limited to the Employee Retirement Income Security Act of 1974, as amended 
("ERISA") and the Internal Revenue Code of 1986, as amended and all final 
regulations and rulings related thereto.  There are no penalties, fines, 
interest or Taxes related to the Plans due to any federal or state authority.

         (m)   No Liabilities or Obligations.  Except as reflected on the 
Interim Financial Statements, or as otherwise set forth on the Disclosure 
Memorandum, the Universal Entities have no liabilities or obligations to any 
Beneficiaries, governmental authorities or any other parties arising out of 
or relating to the Plans.

         (n)   No Payments. Except as set forth in the Disclosure Memorandum, 
the consummation of the transactions contemplated by this Agreement will not 
(i) entitle any Beneficiary to any severance pay, unemployment compensation 
or any other payment contingent upon a change in control or ownership of any 
Universal Entity or its assets or (ii) accelerate the time of payment or 
vesting or increase the amount of any compensation or benefit due to any 
Beneficiary.

         (o)  No Multi-Employer Plans.  Except as set forth in the Disclosure 
Memorandum, none of the Plans is a multi-employer plan, as defined in Section 
3(37) of ERISA.

3.17 Environmental Matters.

                                     24

<PAGE>

         (p)   No Universal Entity has been at any time in, and no condition 
or event has occurred in relation to Universal's Business which with notice 
or the passage of time or both would constitute a material violation or 
contravention of any Environmental Law or any licenses, approvals, consents, 
permissions or permits issued under any Environmental Law.  

         (q)   Universal Premises are not contaminated nor are they in such 
condition as to justify or lead any government or semi-government body to 
issue any notice, direction or order requiring clean-up, decontamination, 
remedial action or making good under any Environmental Law.  

         (r)   There are no circumstances whatsoever affecting Universal 
Premises or Universal's Business or operations conducted by or on behalf of 
the Universal Entities in connection with Universal's Business which may give 
rise to a claim by any third party arising from property damage or personal 
injury or death caused by any Hazardous Material of whatever nature caused or 
contributed to in whole or in part by the Universal Entities or Universal 
Premises, operations or business of the Universal Entities.  

         (s)   Except as set forth in the Disclosure Memorandum: (i) there 
are no Hazardous Materials in, on or under Universal Premises; (ii) there are 
no current and there have not been any past releases of Hazardous Materials 
from or onto Universal Premises that are or were subject to regulation under 
any Environmental Law, or that may make the Universal Entities or Gainor 
subject to an action under any Rule, or liable in tort or under a common law 
public or private nuisance action; and (iii) Universal Premises and all 
activities conducted thereon have complied with all applicable Environmental 
Laws.  Neither the Universal Entities nor, to the knowledge of the Universal 
Entities, anyone related to the Universal Entities, directly or indirectly, 
has indemnified any other party with respect to transportation, storage or 
use of Hazardous Materials.

         (t)   The Universal Entities have obtained from all governmental, 
local and other relevant authorities or agencies all necessary licenses or 
other authorizations required under the Environmental Laws in relation to the 
carrying on of Universal's Business.  Except as set forth in the Disclosure 
Memorandum, all such licenses and authorizations have been granted on the 
basis that they are unconditional and do or did not require the undertaking 
or performance by the Universal Entities of any obligation of any nature 
(including, without limitation, any obligation to make any payment of any 
nature to any person), remain in full force and effect and permit the 
carrying on by the Universal Entities of the Universal Entities' Business and 
all activities related thereto on the basis disclosed to Gainor, and at least 
at the same level of activity as has existed in relation thereto over the 
period of one year prior to the date hereof.  No Universal Entity has any 
knowledge that any such permit, license or authorization is in the process of 
being terminated or revoked or knows of any reason why any such license, 
permit or authorization should or could be terminated or revoked.

         (u)   No Universal Premises has and no Universal Entity has or has 
ever had responsibility for or control of any underground storage tank or 
other underground storage facilities.  

         (v)   Except as set forth in the Disclosure Memorandum, no building 
or other improvement on Universal Premises contains any asbestoscontaining 
materials.

         (w)   Except as set forth in the Disclosure Memorandum, Universal 
Premises do not contain any PCBs in any form.

                                    25

<PAGE>

3.18   Insurance Policies.  The Disclosure Memorandum sets forth a complete and 
accurate list and description of all insurance policies in force naming any 
Universal Entity, or any employees thereof in their capacity as such, as an 
insured or beneficiary or as a loss payable payee, or for which any Universal 
Entity has paid or is obligated to pay all or part of the premiums. Except as 
set forth in the Disclosure Memorandum, the Universal Entities have not 
received notice of any pending or threatened termination or premium increase 
(retroactive or otherwise) with respect thereto, and the Universal Entities 
are in compliance with all material conditions contained therein.  Except as 
set forth in the Disclosure Memorandum, there have been no lapses (whether 
cured or not) in the coverage provided under the insurance policies, 
referenced herein and as set forth in the Disclosure Memorandum.

3.19   Events After June 30, 1997.  Except as set forth in the Disclosure 
Memorandum, since June 30, 1997, each Universal Entity has conducted its 
business only in the ordinary course, consistent with reasonable past 
practices, and has not:

         (x)   suffered any material property or casualty loss, or aived any 
material right;

         (y)   made any changes in officer, director or employee 
compensation, or paid any other bonus, except in the ordinary course of 
business and consistent with reasonable past practice;

         (z)   lost a major customer or vendor or received a notice of 
nonrenewal from a major customer or vender, suffered a material deterioration 
in any relationship with any third-party payor or any other significant 
relationship or experienced any other Material Adverse Effect;

         (aa)  made any change in any method, practice or principle of 
financial or tax accounting;

         (bb)  made any sales on terms (including but not limited to 
discounts, extended payment terms and other incentives) inconsistent with 
reasonable prior practices;

         (cc)  entered into any commitment or transaction resulting in a 
Material Adverse Effect ;

         (dd)  realized a material asset (or material group of assets) or 
reduced a material liability (or material group of liabilities) related to a 
transaction with a customer or supplier that was not authorized by the 
customer or supplier;

         (ee)  failed to maintain the Universal Financial Statements and its 
books of account in accordance with the Accounting Standards;

         (ff)  sold, assigned, transferred or encumbered any of its assets or 
affected the carrying value of any its liabilities, including without 
limitation any commercial agreements, or entered into any arrangement to 
purchase assets and/or assume liabilities (except in each case as required in 
the ordinary course of business);

         (gg)  paid, discharged, satisfied or renewed any claim, liability or 
obligation other than payment in the ordinary course of business and 
consistent with reasonable past practice;

         (hh)  made any distribution or declared or paid any dividends to any 
stockholders, received any capital contribution, or redeemed, purchased or 
otherwise acquired any shares;

                                    26

<PAGE>

         (ii)  made any payment of cash or any transfer of other assets, to 
any shareholder or affiliate thereof, or paid, loaned, advanced, sold, 
transferred or leased any asset to any employee, except for normal 
compensation involving salary and benefits;

         (jj)  failed to perform in all material respects its obligations 
under the Universal Contracts;

         (kk)  failed to manage working capital components (including cash, 
receivables, other current assets, trade payables and other current 
liabilities) in a fashion consistent with reasonable past practice, including 
failing to sell inventory and other property in an orderly and prudent manner 
or failing to make all budgeted and other normal capital expenditures, 
repairs, improvements and dispositions;

         (ll)  failed to use commercially reasonable efforts to increase its 
sales in a profitable manner, enhance its financial position, address market 
changes, preserve its business, keep available the services of its present 
employees, and preserve the goodwill of its customers, suppliers and others 
having business relations with it; or

         (mm)  agreed to take any action described in this Section 3.24.

3.20    Copies Provided to Gainor.  Universal has delivered to Gainor true, 
correct and complete copies of each of the contracts, agreements, 
instruments, other documents, material notices and correspondence listed in 
the Disclosure Memorandum.  

3.21    Brokers.  No broker or finder has acted on behalf of any Universal 
Entity or Stockholders in connection with this Agreement and the transactions 
contemplated hereby, and neither the Universal Entities nor any Stockholder 
has made any other agreement to pay any agent, finder, broker or any other 
representative any fee or commission in the nature of a finder's or 
originator's fee arising out of or in connection with the subject matter of 
this Agreement. 

3.22    Public Filings.  All registration statements, periodic reports, and 
other material filed by Universal with the Securities and Exchange Commission 
(the "SEC"), and all press releases issued by Universal, as of the respective 
dates thereof were true and correct in all material respects in light of the 
circumstances in which they were made, and accurately portrayed the then 
current business and status of Universal, and all financial statements filed 
with the SEC as of the respective dates thereof were true and correct in all 
material respects, were prepared in accordance with generally accepted 
accounting practices, and fairly presented Universal's financial position as 
of the dates thereof and the results of Universal's operations for the 
periods covered thereby.  Except as set forth in the Disclosure Memorandum, 
no changes have occurred which would make any such materials filed with the 
SEC, press releases or financial statement untrue or misleading in any 
material respect.

3.23    Proxy Statement.  The Proxy Statement (including any amendments and 
supplements thereto) will conform in all material respects to the 
requirements of the Securities Act and the rules and regulations of the SEC 
thereunder and shall not when filed with the SEC or mailed to the 
stockholders of Universal contain any untrue statement of a material fact or 
omit to state any material fact required to be stated therein or necessary in 
order to make the statements therein not misleading, provided that Universal 
makes no representation with respect to disclosures concerning Gainor based 
on information provided by Gainor for inclusion in the Proxy Statement.

                                 27

<PAGE>

3.24    Adverse Information.  No Universal Entity, nor any Stockholder, has 
withheld information about any conditions, facts or circumstances that have 
had or reasonably could be expected to have a Material Adverse Effect.

3.25    Other Information.  No representation, warranty or statement made by 
any Universal Entity or Stockholders in this Agreement, the Disclosure 
Memorandum or any other document or instrument furnished to Gainor in 
connection with the transactions contemplated herein, contains any untrue 
statement of a material fact or omits to state a material fact necessary to 
make the statements contained herein or therein in light of the circumstance 
in which they were made not misleading.

                                      ARTICLE 1B
                            REPRESENTATIONS AND WARRANTIES
                                    OF STOCKHOLDERS

To induce Gainor to execute, deliver and perform this Agreement, and in
acknowledgment of Gainor's reliance on the following Warranties, each of the
Stockholders hereby severally represents and warrants to Gainor as follows as of
the date hereof and as of the Closing.

3B.1  Power and Authority of Stockholders.  Each Stockholder has the right, 
power and capacity to execute, deliver and perform this Agreement and to 
consummate the transactions contemplated hereby.  This Agreement has been 
duly and validly executed and delivered by such of the Stockholders and 
constitutes each Stockholder's legal, valid and binding obligation, 
enforceable in accordance with its terms except to the extent that its 
enforceability is limited by bankruptcy, insolvency, reorganization or other 
laws relating to or affecting the enforcement of creditors' rights generally 
or by general principles of equity.  The execution and delivery of this 
Agreement by each Stockholder, the consummation of the transactions 
contemplated herein by such Stockholder, and the performance of the covenants 
and agreements of the Stockholders, will not, with or without the giving of 
notice or the lapse of time, or both, (i) violate, conflict with or result in 
a breach or default under or cause termination of any term or condition of 
any material mortgage, indenture, contract, lease, license, permit, 
instrument, trust document, or other agreement, document or instrument to 
which such Stockholder is a party or by which the Stockholders or any of 
their properties may be bound; (ii) violate any Rule, the result of which 
would have a Material Adverse Effect.

3B.2  Warranties of the Universal Entities.  To Stockholder's Knowledge, of 
the Stockholders, the Warranties of the Universal Entities in Article 3A 
hereof are true and correct in all material respects and none of such 
Warranties omits to state a material fact necessary to be stated therein in 
order to make any such Warranty in light of the circumstances in which they 
were made not misleading.

                                  28


<PAGE>

                               ARTICLE 4

                 REPRESENTATIONS AND WARRANTIES OF GAINOR

4.26      To induce Universal, the Universal Entities and the Stockholders to 
execute, deliver and perform this Agreement, and in acknowledgment of each of 
their reliance on the following representations and warranties, each of 
Gainor Acquisition and Gainor Management hereby jointly and severally 
represent and warrant to each of the Universal Entities and each of the 
Stockholders as follows as of the date hereof and as of the Closing:

             (a)  Gainor Acquisition is a corporation duly organized and 
validly existing under the laws of Georgia and has all requisite power and 
authority, corporate or otherwise, to carry on and conduct its business as it 
is now being conducted and to own or lease its properties and assets.

             (b)  Gainor Management is a limited liability company duly 
organized and validly existing under the laws of Georgia and has all 
requisite power and authority, to carry on and conduct its business as it is 
now being conducted and to own or lease its properties and assets.

             (c)  Each of Gainor Acquisition and Gainor Management has 
obtained all necessary consents, approvals, authorizations or estoppels of 
any other Person or governmental or regulatory authority required to be 
obtained to execute and perform under this Agreement and to authorize and 
permit Gainor Acquisition to purchase all of the Transferred Assets.  The 
execution, delivery and performance of this Agreement, and the consummation 
of the transactions contemplated hereby, by Gainor Acquisition and Gainor 
Management have been duly and validly authorized by all necessary action, 
corporate or otherwise, on the part of Gainor Acquisition and Gainor 
Management required to take such action and will not, without the giving of 
notice or the lapse of time, or both (i) violate or conflict with any of the 
provisions of the Articles of Incorporation, bylaws or other governing 
documents of Gainor Acquisition or Gainor Management; (ii) violate, conflict 
with or result in a breach or default under or cause termination of any term 
or condition of any mortgage, indenture, contract, license, permit, 
instrument, trust document, or other agreement, document or instrument to 
which Gainor Acquisition or Gainor Management is a party or by which it or 
any of their respective properties may be bound; (iii) violate any Rule.

             (d)  This Agreement has been duly and validly executed by each 
of Gainor Management and Gainor Acquisition and constitutes each such party's 
legal, valid and binding obligation, enforceable in accordance with its 
terms, except to the extent that its enforceability is limited by bankruptcy, 
insolvency, reorganization or other laws relating to or affecting the 
enforcement of creditors rights generally or by general principles of equity.

4.27         Proxy Statement. None of the information relating to Gainor to 
be supplied by Gainor for use in the Proxy Statement, at the time the Proxy 
Statement is filed with the SEC and when mailed to the stockholders of 
Universal, will contain any untrue statement of a material fact or will omit 
to state a material fact necessary to be stated therein in order to make the 
statements contained therein in light of the circumstances in which they were 
made not misleading. If at any time prior to the Closing Date, an event or 
circumstance relating to Gainor or any of their officers, directors or 
stockholders occurs that should be set forth in an amendment or supplement to 
the Proxy Statement, Gainor shall promptly inform Universal.

                                      29

<PAGE>

1.10      Financial Matters.  The Gainor Financial Statements, as provided to 
Universal, including the footnotes thereto are complete, have been prepared 
in accordance with the Accounting Standards, consistently applied, and fairly 
present the financial position of Gainor Management as of the dates thereof 
and the results of its operations for the respective periods thereof. 

                                    ARTICLE 5
                        CONDUCT OF BUSINESS PRIOR TO CLOSING

Pending the Closing or earlier termination of this Agreement in accordance with
its terms, each Universal Entity will operate and conduct its Business
diligently and only in accordance with reasonable prior practices and will not
make or institute any material changes in its methods of purchase, sale,
management, distribution, marketing, accounting or operation.   Pursuant
thereto and not in limitation of the foregoing:

5.1      Financial Statements; Financial Position.  Each Universal Entity 
shall maintain its financial statements in accordance with the Accounting 
Standards, use reasonable efforts to maintain each Universal Entity's 
financial position, and use commercially reasonable efforts to maintain each 
Universal Entity's revenues in a profitable manner. 

5.2      Working Capital.  Each Universal Entity shall manage its working 
capital, including cash, receivables, other current assets, trade payables 
and other current liabilities, in a profitable manner consistent with 
reasonable past practices, including by maintaining adequate reserves of 
inventory to fulfill customer orders, and paying outstanding obligations, 
trade accounts and other indebtedness as they come due in accordance with 
reasonable and prudent past practices.

5.3      Maintenance of Assets, Permits Business.  Each Universal Entity 
shall maintain its assets in their present state of repair (ordinary wear and 
tear excepted), and shall use its reasonable best efforts to keep available 
the services of its employees, to continue to perform in material compliance 
with its obligations under the Universal Contracts and to preserve the 
goodwill, if any, of its business and relationships with the customers, 
licensors, suppliers, distributors and brokers with whom it has business 
relations.  Each Universal Entity shall maintain all Universal Permits and 
shall obtain any permit or license required to conduct any of Universal's 
Business prior to the Closing.

5.4      Notice of Disputes.  Universal shall promptly advise the Designated 
Official of the details of any material disputes, claims, actions, suits or 
proceedings pertaining to or otherwise materially adversely affecting 
Universal's Business, affairs, assets or contracts.

5.5      No Action without Consent.  No Universal Entity shall take any of 
the following actions after the date of this Agreement and prior to Closing 
or termination of this Agreement without the prior written consent of the 
Designated Official:

             (a)  sell, assign, transfer or otherwise dispose of any material
Transferred Asset or any material fixed asset of any Purchased Company except in
the ordinary course of business consistent with past practice;

             (b)  dispose of any other asset of a Universal Entity except in
the ordinary course of business consistent with reasonable past practices;

                                         30

<PAGE>

             (c)  subject any material asset of any Universal Entity to a
material Encumbrance, other than a Permitted Encumbrance;

             (d)  materially affect the carrying value of any existing
liability or enter into any arrangement to assume liabilities (except as
required in the ordinary course of business);

             (e)  purchase or commit to purchase any capital asset for a 
price exceeding $25,000; 

             (f)  enter into any leasing arrangement for any real or personal
property where the annual payments will exceed $25,000; 

             (g)  enter into or modify any contractual arrangement with
directors or officers or any material contract with any manager, employee or
consultant;

             (h)  increase or announce any increase of any salaries, wages or
benefits for directors, officers, managers or employees, or hire, commit to hire
or terminate any employee (except in the ordinary course of business, including
but not limited to anniversary date salary or wage increases consistent with
reasonable past practice);

             (i)  amend any of its Charter Documents (other than as set forth
in the Proxy Statement or required by law); 

             (j)  issue, sell or repurchase any of its shares, or make any
change in its issued and outstanding shares, or issue any warrant, option or
other right to purchase shares or any security convertible into its shares, or
redeem, purchase or otherwise acquire any shares, or declare or pay any
dividends or make any other distribution with respect to its shares except
pursuant to obligations set forth in the Disclosure Memorandum;

             (k)  incur, assume or guarantee any material obligation or
liability for borrowed money, except for repayments, and reborrowings under
Universal's revolving credit facility with Health Partners Funding, L.P., or
exchange, refund or renew any outstanding indebtedness in such a manner as to
reduce the principal amount of such indebtedness and increase the interest rate
or balance outstanding, except in the ordinary course of business consistent
with past practice;

             (l)  cancel any material debts owed to it, except for 
consideration deemed fair and reasonable by the Board of Directors of the 
appropriate Universal Entity;

             (m)  amend or terminate any material agreement, including any 
employee benefit plan or any insurance policy, in force on the date hereof;

             (n)  solicit or entertain any offer for, or sell or agree to 
sell, or participate in any business combination with respect to, any of its 
shares;

             (o)  make any material changes in accounting methods, principles 
or practices;

             (p)  do any act, omit to do any act or permit any act within its 
control which will cause a material breach or untruth of any Warranty, or a 
material breach of any obligation contained in this Agreement or contained in 
any material contract; 

             (q)  issue substitute share certificates to replace certificates 
which have been lost, misplaced, destroyed, stolen or are otherwise 
irretrievable, unless an adequate bond or indemnity agreement has been duly 
executed and delivered to the Universal Entity (with the exception of 
Universal); 

                                       31

<PAGE>

                  (r)  enter into any material contract or commitment except in
the ordinary course of business consistent with reasonable past practice;

                  (a)  take any action which would have an adverse effect on
any Universal Permit; or

                  (s)  Agree to take any of the prohibited actions described in
this Section 5.5.

                                     ARTICLE 6 
                              COVENANTS OF THE PARTIES

6.1      Cooperation.   The Universal Entities and Stockholders, on the one 
hand, and Gainor, on the other hand, shall cooperate fully with each other 
and their respective employees, legal counsel, accountants and other 
representatives and advisers in connection with the steps required to be 
taken as part of their respective obligations under this Agreement; and 
shall, at any time and from time to time after the Closing, upon the request 
of the other, do, execute, acknowledge and deliver, or will cause to be done, 
executed, acknowledged and delivered, all such further acts, deeds, 
assignments, transfers, conveyances, powers of attorney, receipts, 
acknowledgments, acceptances and assurances as may be reasonably required 
(without incurring unreasonable unreimbursed expense) to satisfy and perform 
the obligations of such party hereunder, and to allow Gainor to operate 
Universal's Business after Closing in the manner in which it was operated 
before the Closing.  

6.2      Access.   Prior to the Closing, Universal shall (i) provide Gainor 
and its designees (officers, counsel, accountants, actuaries, and other 
authorized representatives) with such information as Gainor may from time to 
time reasonably request with respect to the Universal Entities and the 
transactions contemplated by this Agreement; (ii) provide Gainor and its 
designees complete access to the books, records, offices, personnel, counsel, 
accountants and actuaries of Universal as Gainor or its designees may from 
time to time reasonably request; and (iii) permit Gainor and its designees to 
make such inspections of Universal Premises and Universal Properties as 
Gainor may reasonably request.  No such investigation shall limit or modify 
in any way Universal's Entities or any Stockholder's obligations with respect 
to any breach, inaccuracy or untruth of its representations, warranties, 
covenants or agreements contained herein; provided, that if in the course of 
their investigation, Gainor or its Affiliates shall, prior to the Closing, 
discover any such breach, inaccuracy or untruth, they shall, in good faith 
disclose the same to Universal prior to the Closing; provided, further, that 
the failure of Gainor so to disclose same before Closing shall not limit or 
modify such obligations of the Universal Entities or Stockholders unless such 
failure was deliberate and in bad faith.  Any information so furnished by 
Universal or any Stockholder shall be true, correct and complete in all 
material respects and shall not contain any untrue statement of a fact or 
omit to state a fact required to be stated therein or necessary to make the 
statements therein not materially misleading.
             
6.3      Interim Financials.   As promptly as practicable after each regular 
monthly accounting period after September 30, 1997, and prior to the Closing 
Date, the Universal Entities shall deliver to Gainor periodic financial 
reports in the form which it customarily prepares for its internal purposes 
and, if available, consolidated and consolidating unaudited statements of the 
financial position of the Universal Entities as of the last day of each month 
and consolidated and 

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<PAGE>

consolidating  statements of income, cash flow and stockholders' equity of 
the Universal Entities for each such month. 

6.4      Records.   The Stockholders shall provide to Gainor, as soon as is 
reasonably practicable after the Closing, copies of any and all files, 
records or other data in their possession or under their control in respect 
of or relating to the operation of Universal's Business.

6.5      Use of Universal Name.   From and after the Closing, each Selling 
Company, the Stockholders and Universal's directors, officers, employees, 
agents and representatives shall cease to use the name of any of the 
Universal Entities (with the exception of Clinishare Diabetes Centers, Inc. 
and Physicians Support Services, Inc.) or any of the trademarks, service 
marks, or trade names listed in Section 3.15 of the Disclosure Memorandum (or 
any variation thereof) for any business purpose, except as employees or 
agents of Universal or Gainor, for the benefit of Universal or Gainor.  Each 
Selling Company (with the exception of Clinishare Diabetes Centers, Inc. and 
Physicians Support Services, Inc.) shall within 60 days after Closing either 
change its name to a name that is not confusing with the current name or 
dissolve.  In the Proxy Statement, Universal shall seek its stockholders' 
approval to change its name.

6.6      Expenses.   Whether or not the expenses are incurred before or after 
the Closing, each of the expenses incurred by Gainor, Universal, any other 
Universal Entity and any Stockholder in connection with the authorization, 
preparation, execution and performance of this Agreement, including without 
limitation all fees, commissions, and expenses of agents, representatives, 
counsel, accountants, brokers and finders, shall be paid by the party that 
incurred such expenses.  Without limiting the generality of the foregoing, 
Universal shall be responsible for the payment of any fees, commissions or 
expenses of any broker or finder engaged by Universal, any other Universal 
Entity or Stockholders; and any expenses of Universal, or any other Universal 
Entity, including but not limited to expenses related to agents, 
representatives, counsel, accountants, brokers or finders.

6.7      Tax Matters. 

             (a)  Universal shall pay all Taxes arising from or relating to 
the sale of the Purchased Shares to Gainor Acquisition and the other 
transactions contemplated by this Agreement.

             (b)  Universal shall file and control any returns required to be 
filed by the Selling Companies after the Closing Date.  Gainor shall have the 
right to review and comment on such returns before they are filed.

             (c)  Each of the Selling Companies, on the one hand, and Gainor, 
on the other hand, agree to give prompt notice to each other of any proposed 
adjustment to Taxes for periods prior to the Closing.  The Selling Companies 
and Gainor shall cooperate with each other in the conduct of any Tax audit or 
other proceedings involving any Universal Entity for such periods. In 
connection with any such audit or other proceeding Gainor, upon Universal's 
request and at their expense, shall provide Universal copies of all notices, 
correspondence, demands, assessments and other documents generated in 
connection with such audit or other proceeding, all of which information 
shall remain subject to Section 6.12 below.  Universal shall also have the 
right to discuss the status of such audit or other proceeding with Gainor's 
representatives and, with prior written notice to Gainor, with the applicable 
taxing authorities involved.  All of such activities by Universal shall be 
conducted in a manner so as not to adversely impact the best interests of 
Gainor or the Purchased 

                                     33

<PAGE>

Companies; provided that notwithstanding the above, Universal shall at all 
times be permitted to act as required by law and to dealhonestly and accurately
with all applicable taxing authorities and in its preparation for submissions 
to such Authorities without being in violation ofthis subsection (c). 

     (a)   Universal, on the one hand, and Gainor, on the other hand, agree 
to furnish or cause to be furnished to each other, upon request, such 
information and assistance (including access to books and records) relating 
to the Universal Entities as is reasonably necessary for the preparation of 
any return, claim for refund or audit, and the prosecution or defense of any 
claim, suit or proceeding relating to any proposed adjustment.

     (d)  Section 338(h)(10) Elections and Forms.  

          (i)  Universal and Gainor shall jointly make all Section 338(h) 
     (10) elections in accordance with applicable Tax Rules on a timely basis 
     and as set forth herein.  Universal and Gainor will supply in advance to 
     one another copies of all correspondence filings or communications (or 
     memoranda setting forth the substance thereof) to be sent or made by 
     Universal and Gainor or their respective representatives to be sent or 
     made by Universal or Gainor or their respective representatives to or 
     with the Internal Revenue Service and other taxing authority relating to 
     any Section 338(h)(10) elections. Universal and Gainor agree to report 
     the transfer of the Purchased Shares under this Agreement consistent 
     with any Section 338(h)(10) elections, and shall take no position 
     contrary thereto unless required to do so by applicable Tax Rules 
     pursuant to a "determination" (as described in Section 1313 of the Code).

          (i)  Gainor shall be responsible for the preparation and filing of 
     all Section 338 forms in accordance with applicable Tax Rules and the 
     terms of this Agreement and Gainor shall deliver such forms and related 
     documents to Universal at least forty (40) days prior to the date such 
     Section 338 forms are required to be filed under applicable Tax Rules 
     for Universal's review and approval (such approval not to be 
     unreasonably withheld). If reasonably acceptable to Universal, Universal 
     shall execute and deliver to Gainor such documents or forms as are 
     reasonably requested by Gainor and are required by any Tax Rules to 
     properly complete the Section 338 forms, no more than twenty (20) days 
     after the date such documents or forms are requested by Gainor.

          (ii) Universal and Gainor will allocate the Purchase Price as 
     computed under applicable Treasury Regulations (or similar state law 
     provisions), among the assets of the Purchased Companies for tax and 
     accounting purposes in accordance with Universal and Gainor's joint 
     reasonable determination before Closing. 

     (e)  Tax Payments.  Universal shall pay or cause to be paid in a timely 
fashion all Taxes of the Selling Companies for which the Purchased Companies 
could be liable and for all Taxes of the Purchased Companies incurred prior 
to and through the Closing, including, without limitation, all Taxes 
attributable to the Section 338(h)(10) election, provided that with prior 
written notice to Gainor, Universal may take such extensions to tax filings 
and make such estimated interim payments as may be permitted under applicable 
Rules.

                                       34

<PAGE>

6.8      Survival of Representations and Warranties.  Except as
otherwise provided in this Section 6.8, the representations and warranties made
by the parties to this Agreement or pursuant hereto shall survive for three
years after the Closing.

             (a)  The representations and warranties made by the Selling
Companies and by the Stockholders in Sections 3.6, 3.10, 3.18, 3.21, or 3.22
shall survive Closing until 60 days following the expiration of all applicable
statutes of limitation, and any extensions 

              (b)  thereof.  The representations and warranties made by the
Selling Companies in Section 3.11 shall survive the Closing until 60 days after
all applicable actions, suits, investigations and proceedings are fully and
finally resolved, as determined in accordance with Section 6.9(g)(iii).

              (c)  The representations and warranties made by the Selling
Companies and the Stockholders in Sections 3.1(a) and 3.2, 3.3, 3.4, and 3.5
related to the Purchased Companies and the Purchased Shares shall survive the
Closing indefinitely.

              (d)  The representations and warranties made by Gainor in 
Sections 4.1(a) and (b) shall survive the Closing indefinitely.

              (e)  Subject to the two provisos in Section 6.2, the 
representations and warranties of the parties shall not be affected or
diminished by any investigation at any time by or on behalf of the party for
whose benefit such representations and warranties were made.

              (f)  The expiration of any representation or warranty shall not
affect any parties' right to pursue any claim made prior to such expiration.

              (g)  Notwithstanding the foregoing, any party may make a claim 
at any time based on fraud in connection with any representation or warranty. 

6.9     Indemnification.

        (a) By the Selling Companies.  From and after the Closing, each of 
the Selling Companies jointly and severally, shall indemnify, reimburse and 
hold harmless Gainor, the Purchased Companies, and any of their Affiliates, 
any successors or assigns for any and all direct or indirect claims, losses,
liabilities, damages (including special and consequential damages), costs
(including court costs) and expenses (including all reasonable attorneys' and
accountants' fees and expenses) (hereinafter "a Loss" or "Losses"), as a result
of or in connection with (i) any breach, inaccuracy or untruth of any Warranty,
whether such breach, inaccuracy or untruth exists or is made on the date of 
this Agreement or as of the Closing; or (ii) any breach of or noncompliance by
any Universal Entity or any Stockholder of any covenant or agreement of any 
Universal Entity or Stockholder contained in this Agreement or in any other
agreement or instrument delivered in connection with this Agreement; or (iii)
any action, enforcement action, charges, litigation, mediation or arbitration 
before any court, governmental or regulatory agency, mediator or arbitrator 
involving any Universal Entity, any Stockholder, or Universal's Business, 
arising from actions taken or facts existing before the Closing or arising out
of or related to the transactions contemplated by this Agreement; or (iv) any
liability of the Selling Companies other than the Gainor Assumed Liabilities; 
or (v) any of the Universal Assumed 

                                       35

<PAGE>

        (b)  Liabilities; or (vi) any Loss in connection with the Diabetes 
Self Care 401(k) Plan or any termination thereof; (vii) any Loss in connection
with the trademark infringement claims related to (A) "USCI" (provided that 
Gainor makes no use of "USCI" after January 31, 1998) or (B) "Healthcare 
Management Solutions" arising out of the use of such mark prior to the Closing
or the use of such mark after the Closing in the same manner and to the same 
extent it was used prior to the Closing.

         (c)  By the Stockholders.  From and after the Closing, each of the 
Stockholders severally shall indemnify, reimburse and hold harmless Gainor, the
Purchased Companies, and any of their Affiliates, any successors or assigns for
any and all direct or indirect claims, losses, damages, costs (including court 
costs) and expenses (including all reasonable attorneys' and accounts' fees and
expenses), as a result or in connection with (i) any breach, inaccuracy or 
untruth of any representation or warranty made by the Stockholder in Article 3B
hereof; or (ii) any breach of or noncompliance by the Stockholder of any 
covenant or agreement of the Stockholder contained in this Agreement or in any
other agreement or instrument delivered in connection with this Agreement.


         (d)  By Gainor.  From and after the Closing, each of Gainor Management
and Gainor Acquisition jointly and severally shall indemnify, reimburse and 
hold harmless the Selling Companies and the Stockholders, and any of their 
Affiliates, any successors or assigns for any and all direct or indirect 
claims, losses, liabilities, damages (including special and consequential 
damages), costs (including court costs) and expenses (including all reasonable
attorneys' and accountants' fees and expenses) (hereinafter "a Loss" or 
"Losses"), as a result of or in connection with (i) any breach, inaccuracy or 
untruth of any warranty of Gainor, whether such breach, inaccuracy or untruth
exists or is made on the date of this Agreement or as of the Closing; or (ii)
any breach of or noncompliance by Gainor of any covenant or agreement of Gainor
contained in this Agreement or in any other agreement or instrument delivered 
in connection with this Agreement; or (iii) any of the Gainor Assumed 
Liabilities.

          (e)  Definitions. A person entitled to make a claim of 
indemnification hereunder shall be referred to as an "Indemnified Party". A
person obligated for indemnification hereunder shall be referred to as an
"Indemnifying Party". 

          (f)  Claim Threshold. Notwithstanding the foregoing, no claim for 
indemnification under Sections 6.8(a)(i) through (iv) or Sections 6.9(b)(i)
and (ii) may be made by an Indemnified Party against an Indemnifying Party
unless and until the cumulative total of all Losses suffered by such 
Indemnified Party exceeds or is reasonably expected to exceed $100,000 (the 
"Threshold"). Once Losses exceed the Threshold, the Indemnified Party 
suffering such Losses may recover all Losses.  The foregoing limitation shall
not apply to any Loss either intentionally caused by the Indemnifying Party or
of which the Indemnifying Party had knowledge prior to the Closing.

           (g)  Order of Remedies.  No claim may be made by a Gainor 
Indemnified Party under this Section 6.9 against any Stockholder unless and
until (i) there is no further amount available under the Note to set off 
against such claim, and (ii) Gainor has used reasonable efforts to collect 
such amount from Universal.

                                         36

<PAGE>

           (h)  Procedures.

                (i)  The Indemnifying Party shall be entitled to defend any 
           claim, action, suit or proceeding made by any third party against 
           an Indemnified Party; provided, however, the Indemnified Party 
           shall be entitled to participate in such defense with counsel of its
           choice and at its own expense, and if the Indemnifying Party does 
           not provide a competent and vigorous defense then the Indemnified 
           Party's participation shall be at the expense of the Indemnifying 
           Party.  The Indemnified Party shall provide such cooperation and 
           access to its books, records and properties as the Indemnifying 
           Party shall reasonably request with respect to such matter; and 
           the parties shall cooperate with each other in order to ensure the
           proper and adequate defense thereof.
                       
                 (ii)  An Indemnified Party shall not settle any claim 
           subject to indemnification hereunder without the prior written 
           consent of the Indemnifying Party, which consent shall not be 
           unreasonably withheld or delayed.


                 (iii) With regard to claims of third parties for which 
           indemnification is payable hereunder, such indemnification shall
           be paid by the Indemnifying Party (or amounts may be set off by the
           Indemnified Party) upon the earliest to occur of:  (A) the entry of
           a judgment against the Indemnified Party and the expiration of any 
           applicable appeal period, (B) the entry of an unappealable judgment
           or final appellate decision against the Indemnified Party, (C) the 
           settlement of the claim, (D) with respect to indemnities for Tax 
           liabilities, upon the issuance of any final resolution by a taxation
           authority, or (E) with respect to claims before any administrative 
           or regulatory authority when the Loss is finally determined and not 
           subject to further review or appeal; provided, however, the 
           Indemnifying Party shall pay on the Indemnified Party's demand any
           cost or expenses reasonably incurred by the Indemnified Party in 
           defending or otherwise dealing with such claim.

           (i)  Notice of Claim.  To seek indemnification hereunder, an 
Indemnified Party shall notify the Designated Official or the Universal 
Representative, as applicable, of any claim for indemnification, specifying 
in reasonable detail the nature of the Loss and the amount or an estimate of 
the amount thereof.

            (j)  No Prejudice.  Nothing herein shall prevent an Indemnified 
Party from making a claim for a Loss hereunder notwithstanding its knowledge 
of the Loss or possibility of the Loss on, prior to, or after the Closing 
Date.  

            (k)  Other Rights.  The indemnities granted hereunder are in 
addition to and not in substitution for any other right or remedy an 
Indemnified Party may now have or may subsequently take or hold, and may be 
enforced without first recourse to such other right or remedy and without 
taking any steps or proceedings in connection therewith, and notwithstanding 
any rule of law or equity or statutory provision to the contrary, provided 
all claims for indemnification against Universal must first be satisfied by 
setting off against the Note.

            (l)  Note Reduction.  If a Loss is realized at any time during 
which any amount is outstanding under the Note, then an amount sufficient to 
cover such Loss shall be deducted from the then current outstanding principal 
balance of the Note

                                           37

<PAGE>

as set forth in Section 2.7.  Gainor shall give at least 20 business days 
prior written notice to Universal prior to setting off any amount hereunder. 
Universal shall have 10 business days to deliver written notice to Gainor of 
dispute of such claim. If Universal does not deliver such notice within such 
10 business day period, then Universal shall be deemed to have agreed with 
such deduction.  If Universal delivers such notice within such 10 business 
day period, the parties shall attempt to resolve any such dispute in good 
faith within 10 business days thereafter. 

6.10      Casualty.  The Universal Entities shall bear the risk of any loss 
or damage or destruction to any of the assets of a Universal Entity from fire 
or other casualty or cause at all times prior to the Closing.  Upon the 
occurrence of any loss or damage to any significant portion of such assets as 
a result of fire, casualty, or other causes prior to the Closing, Universal 
shall immediately notify Gainor of the same in writing, stating with 
particularity the extent of loss or damage incurred, the cause thereof, if 
known, and the extent to which restoration, replacement, and repair of such 
assets lost or destroyed will be reimbursed under any insurance policy with 
respect thereto.  Gainor shall have the option, but not the obligation, 
exercisable within 15 business days after receipt of such notice from 
Universal to:

            a)   Postpone the Closing until such time as such assets have been
completely repaired, replaced, or restored;

            b)   Elect to consummate the Closing and accept such assets in 
their "then" condition, in which event the appropriate Universal Entity shall
assign to Gainor all rights under any insurance claim covering the loss and pay
over to Gainor any proceeds under any such insurance policy theretofore 
received by Universal Entity with respect thereto; or

            c)   If in the good faith opinion of Gainor the loss or damage 
materially adversely affects Universal's Business or the assets taken as a
whole, terminate this Agreement, whereupon this Agreement shall be of no 
further force or effect and no party shall have any further rights, duties,
or obligations hereunder except under Section 6.11.

6.11      Confidentiality.

          (a)  The Universal Entities and the Stockholders shall hold in trust
and confidence all Confidential Information, Trade Secrets and Inventions of 
Gainor and shall not use, divulge or communicate any Confidential Information,
Trade Secrets or Inventions of Gainor to any Person other than those officers,
employees, or professional advisors of Universal or any Universal Entity who 
have a need to know such information for the purpose of the completion of the
transactions contemplated herein, or as specifically allowed by the Designated
Official in writing, or which Universal is required to disclose pursuant to any
law, regulation, or court or administrative order. Following the Closing, the 
foregoing restrictions shall also apply to all Confidential Information, 
Inventions and Trade Secrets of Universal and each Universal Entity and 
relating to Universal's Business. 

           (b)  Notwithstanding anything herein to the contrary, the provisions
of Section D.7. of the Letter of Intent dated as of August 15, 1997 from Gainor
to Universal shall continue in full force and effect through the Closing, or 
for a period of five years from any termination of this Agreement in accordance
with its terms (and with respect to Trade Secrets, as long as such information 
remains a Trade Secret under applicable law). 

                                         38

<PAGE>

            (c)  "Confidential Information" means technical, business, 
financial and other information relating of Gainor, its Affiliates, Universal,
any Universal Entity, or relating to relating to Gainor's Business or 
Universal's Business, regardless of the form or medium of storage, and whether
originated or obtained by, or coming into the possession, custody, control or
knowledge of the Universal, the Stockholders, or any of their Affiliates either
alone or jointly; provided, however, "Confidential Information" shall not be
deemed to include any information that is in the public domain at the time of
disclosure, or enters the public domain through no fault of Universal or the
Stockholders.

             (d)   "Invention" means any invention, drawing, design, model, 
contrivance, structure, specification, improvement, discovery, creation, idea,
concept, formula, process and other work or contribution related to the past,
current or future business of Gainor, its Affiliates, Universal, or any 
Universal Entity, however developed, created, made discovered or conceived, 
and whether or not patented or patentable (whether by renewal or otherwise),
protected by copyright, or otherwise protected or capable of protection by law
anywhere. 

             (e)   "Trade Secrets" means any information about or regarding
Universal, any Universal Entity, Gainor, any of its Affiliates, or Gainor's 
Business or Universal's Business, in whatever form, whether written down or 
not, which (i)derives economic value, actual or potential, from not being 
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use, and 
(ii) is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy.

6.12      Noncompetition. 

             (a)  The Selling Companies and Stockholders acknowledge and 
recognize the highly competitive nature of Gainor's Business and accordingly
agree that, to induce Gainor to consummate the transaction contemplated by 
this Agreement, each of the Selling Companies and the Stockholders shall not,
for a period of five (5) years after the Closing Date: (i) engage directly or
indirectly in any Competitive Business (as defined below) anywhere in the 
Restricted Territory (as defined below), whether such engagement be as an 
employer, officer, director, owner, investor, employee, partner, consultant 
or other participant in any Competitive Business; (ii) solicit or accept 
business from anyone who is or becomes an active or prospective customer of 
Gainor or its Affiliates or who was an active or prospective customer of
Universal or any other Universal Entity at or prior to the Closing Date; (iii)
solicit for employment or hire any employee of Universal, any other Universal
Entity, Gainor or its Affiliates; or (iv) attempt to do any of the things or
assist anyone else in doing any of the things specified in subsections (i), (ii)
or (iii) above.  Notwithstanding the foregoing, the ownership or control of up
to 1% of the outstanding securities of any company which has a class of
securities traded on any national or regional stock exchange or on the NASDAQ
market shall not be deemed a violation of this Section 6.12.

              (a) As used in this Section 6.12:  (1) "Competitive Business" 
means and includes any business individual, corporation or other entity which
is engaged wholly or partly in any business competitive with or in competition
with Universal's Business, or Gainor's Business as conducted at the Closing; 
and (2) "Restricted Territory" means the entire United States.

                                       39

<PAGE>

                            
               (c)  Not later than the Closing Universal shall
have obtained non-competition agreements from the Stockholders, directors and
officers of the Universal Entities, containing terms substantially identical to
the terms of this Section 6.12. 

6.13      Funds Received After Closing.  Any and all funds received by any 
Stockholder or Selling Company after Closing in respect of the Purchased 
Companies, the Transferred Assets or otherwise to Universal's Business
transferred to Gainor shall be remitted to Gainor immediately upon receipt.

6.14      No Public Announcements.  Prior to Closing, without the prior 
written consent of the other parties, neither Gainor, Stockholders nor any 
Universal Entity shall make any press release or other public disclosure, or 
make any statement to any customer, supplier or other person with regard to 
the transactions contemplated by this Agreement, except as may required by 
any applicable securities law or regulations; provided, however, that 
Universal may issue a press release and file such other reports and make such 
other disclosure as may be required by applicable securities law or the rules 
or regulations of NASDAQ or the Boston Stock Exchange upon execution of this 
Agreement. Universal shall provide Gainor with any such press release or 
other disclosure document prior to its release for Gainor's review and 
comment.  After Closing, without the prior written consent of the Designated 
Official, neither the Selling Companies nor Stockholders shall make any press 
release or other public disclosure, or make any statement to any customer, 
supplier or other person with regard to the transactions contemplated by this 
Agreement, except as required by applicable securities law or regulations or 
the rules or regulations of NASDAQ or the Boston Stock Exchange without prior 
consultation with Gainor.

6.15      Acquisition Proposals.  Prior to the Closing or termination of this 
Agreement, Universal Entities and Stockholders shall not, and shall not 
permit any officer, director, employee or agent of any Universal Entity or 
any Affiliate thereof (a) to solicit, initiate or encourage submission of 
proposals or offers, or accept any offers, from any person relating to any 
acquisition or purchase of all or a material amount of the assets of, or any 
equity interest in, or any merger, consolidation or business combination 
with, any Universal Entity (an "Acquisition Proposal"), or (b) to participate 
in any discussions or negotiations regarding, or furnish to any other person 
any information with respect to, or otherwise cooperate in any way with or 
assist, facilitate or encourage any Acquisition Proposal by any other Person. 
 The Stockholders and the Universal Entities shall immediately notify Gainor 
if any Person makes an Acquisition Proposal.

6.16      Preparation Of The Proxy Statement; Company Stockholders Meeting.   

          (a)  As soon as practicable following the date of 
this Agreement, Universal, in consultation with Gainor, shall prepare and 
file with the SEC a preliminary Proxy Statement.  All information in the 
Proxy Statement concerning Gainor shall be submitted to Gainor for its 
approval prior to filing with the SEC or mailing to stockholders.  Universal 
shall use all reasonable efforts to respond to any comments of the SEC 
regarding the Proxy Statement.  Universal will use commercially reasonable 
efforts to cause the Proxy Statement to be mailed to Universal's stockholders 
as promptly as practicable.  Universal will notify Gainor promptly of the 
receipt of any comments from the SEC and of any request by the SEC for 
amendments or supplements to the Proxy Statement or for additional 
information and Universal will supply Gainor with copies of all 

                                      40

<PAGE>

correspondence between Universal or any of its representatives and the SEC.  
The Proxy Statement shall comply in all material respects with all applicable 
requirements of law.  Whenever any event occurs which is required to be set 
forth in an amendment or supplement to the Proxy Statement, Universal shall 
promptly inform Gainor of such occurrences and shall use commercially 
reasonable efforts to promptly file with the SEC and/or mail to the 
stockholders of Universal such amendment or supplement.  The Proxy Statement 
shall include the recommendation of the Board of Directors of Universal in 
favor of the transactions set forth herein.  Universal shall also take any 
action required to be taken under any applicable state securities or "blue 
sky" laws in connection with the completion of the transaction hereunder and 
will pay all expenses incident thereto.  Notwithstanding the foregoing, 
Universal shall not be required to mail the Proxy Statement to its 
Shareholders until (a) Gainor has received a commitment letter for the 
financing required to complete the transactions contemplated herein or (b) 
Universal is otherwise reasonably satisfied as to the terms and availability 
of such financing.

       (b)  Universal will, as soon as practicable following the
date of this Agreement (but in no event sooner than 20 business days following
the date the Proxy Statement is mailed to the stockholders of Universal),
convene and hold a meeting of its stockholders (the "Universal Stockholders
Meeting") for the purpose of obtaining such approval of the transactions set
forth herein of Universal's stockholders as may be required by any Rule. 
Universal will, through its Board of Directors, recommend to its stockholder's
approval of this Agreement and the transactions set forth herein and shall use
all reasonable efforts to solicit from its stockholders proxies in favor of
approval of this Agreement and such transactions and take all other reasonable
action necessary or advisable to secure the vote of stockholders to obtain such
approvals.  Each of the Stockholders shall vote in favor of the transactions set
forth herein, and against any proposal that would prevent the consummation of
such transactions, at any stockholders meeting at which approval for such
transactions is sought, and each Stockholder shall use his best efforts to cause
the requisite number of the Universal stockholders to vote in favor of such
transactions at any such meeting, and against any proposal that would prevent
the consummation of such transactions, so that such transactions may be
consummated.


6.17      Closing.  Each of the parties shall use all reasonable efforts to 
close the transactions contemplated herein on or before January 15, 1997.
 
6.18      Post Closing Corporate Existence. Universal shall maintain its 
corporate existence and a minimum tangible net worth of $2 million (excluding 
the value of the Note) for at least five years following the Closing.

6.19      Termination and Break-Up Fee.  Either party may terminate this 
Agreement upon (i) a material breach of the terms or conditions of this 
Agreement by the other party which breach is not cured within 10 days 
following written notice  thereof to the breaching party or (ii) on or after 
March 30, 1998, provided, however, that no party may terminate this Agreement 
who is in material breach of the provisions hereof. In the event that the 
Closing does not occur for any reason not attributable to Gainor or its 
Affiliates, and within a year following the date of this Agreement either (a) 
a Person other than a Stockholder gains control of more than 15% of the 
issued and outstanding stock of Universal with the help, assistance, or 
approval of Universal, any Universal Entity, any of their management, any of 
their Boards of Directors, or any Stockholder, or (b) Universal or the 
Universal Entities or any of them merge, consolidate, or effect any other 

                                   41

<PAGE>

business combination with any Person, the result of which is that the current 
stockholders of Universal own less than 80% of the resulting entity or (c) 
Universal or the Universal Entities or any of them sell, lease or otherwise 
transfer all or 30% or more of their assets taken as a whole to any Person or 
Persons, then Universal shall pay to Gainor the sum of $2 million upon the 
consummation of any such transaction.

6.20      Collection of Accounts Receivable. Gainor shall use good faith 
reasonable commercial efforts to collect all trade accounts receivable of 
Universal purchased by Gainor hereunder, which efforts shall be at least as 
diligent as those used by Universal prior to the Closing. 

6.21      Universal Permits. Each and all of the Universal Entities shall 
cooperate with and use its best efforts to assist Gainor, both in advance of 
the Closing and after the Closing, in maintaining or reapplying for any 
Universal Permits for Gainor's use after the Closing (without incurring any 
unreasonable expense).  

6.22      Two Tiered Pricing Dispute.  Notwithstanding anything herein to the 
contrary or in the terms of the Note, Gainor shall not be required to pay the 
principal amount of the Note below the amount then alleged to be owed to the 
State of California or any agency thereof with respect to the two-tiered 
pricing dispute between Universal and MediCal unless either (i) such claim 
has been paid in full and released, or (ii) Universal makes provisions 
acceptable to Gainor for payment of all such amounts or for reimbursement of 
Gainor in the event Gainor is required to pay such amounts or incurs any cost 
or expense related thereto.  Any settlement of such dispute shall include 
terms and conditions reasonably acceptable to Gainor.

6.23      Financing. Gainor shall use all reasonable efforts to obtain 
financing necessary to consummate the transactions contemplated herein.

6.24      Fairness Opinion.  Universal shall use all reasonable efforts to 
obtain a fairness opinion as described in Section 7.6. 

6.25      Employees.  Prior to the Closing, Universal shall hire, and the 
Purchased Companies shall terminate, all employees of the Purchased Companies 
designated by Gainor.  Prior to the Closing, Diabetes Self Care, Inc. shall 
terminate its 401(k) plan and pay in full or discharge all liabilities 
associated therewith.  Universal shall provide all notices and take all other 
actions required under the WARN act and any state law in connection with such 
transfers and subsequent termination of employees.

6.26      Permits.  Universal consents to Gainor Acquisition making any and 
all necessary application for new permits, licenses and certifications, as 
may be required by any Rule and agrees to allow Gainor Acquisition to use and 
continue to use existing permits, licenses and certifications as may be 
allowed by 

6.27      any Rule.  Upon Gainor's request Universal will execute and deliver 
separate documents containing the consents and agreements given in the 
preceding sentence.

6.28      Unemployment Taxes. Universal shall reimburse Gainor, or Gainor 
may, at its option, reduce the amount of the Note (following the procedures 
set forth in Section 2.7), by the amount of any increase in premiums for 
unemployment insurance attributable to the termination of any employees in 
connection with the transactions set forth herein or any termination of 
former Universal employees by Gainor within 6 months of the Closing.

                                      42

<PAGE>
             
6.29      Accounts Receivable.  Notwithstanding anything herein to the 
contrary, no third party payor accounts receivable of the Selling Companies 
shall be assigned to Gainor hereunder which may not be assigned under 
applicable regulations.  Gainor shall collect all such accounts receivable on 
behalf of the Selling Companies, and shall keep such amounts as may be 
collected.  Any accounts receivable received by the Selling Companies after 
the Closing shall be promptly forwarded to Gainor. Each of the Selling 
Companies agrees to execute and deliver to Gainor such powers of attorney and 
other documents as may be reasonably necessary to allow Gainor to collect and 
otherwise deal with such accounts receivable on the Selling Companies' 
behalf. 

6.30      Managed Care and Third Party Payor Contracts.

             (a)  Prior to the Closing, all agreements between any Selling
Company and a managed care provider (including those listed in Section 3.13 of
the Disclosure Memorandum) shall be assigned or transferred to USCI Healthcare
Management Solutions, Inc., and the applicable Selling Companies shall obtain
all applicable consents and approvals as may be required under such agreements
to effect such assignments or transfers.


              (b)  Prior to the Closing, all agreements between any Selling
Company and a third party payor shall be assigned, transferred or re-executed
with Diabetes Self Care, Inc., and the applicable Selling Companies shall obtain
all applicable consents and approvals.

1.1  Customer Transfers. Prior to the Closing, Diabetes Self Care, Inc. shall 
obtain assignments of benefits for all patients and customers billed under 
the PCS, Inc. - West provider numbers, and as of the Closing Date, such 
customers and patients shall be billable under the provider numbers of 
Diabetes Self Care, Inc.
        
1.2  State Qualification. Each of the Purchased Companies shall be qualified 
to do business in all states in which they lease real property or have 
employees, or are otherwise required to have such qualifications, and each of 
the Purchased Companies shall pay all applicable taxes in such states, 
including all applicable late fees and penalties.

1.3  Consents.  If any Universal Contract listed in the Disclosure Memorandum 
pursuant to Section 3.16 (a) hereof to which a Purchased Company is a party 
will terminate in accordance with its terms or otherwise be materially 
adversely affected due to the consummation of the transactions contemplated 
herein, including the transfer of the Purchased Shares, then the Universal 
Entities shall, prior to Closing, obtain such consents, approvals or waivers 
as may be required to prevent such termination or material adverse effect.

6.31      Release of Encumbrances.  At or before Closing, Universal shall 
obtain releases of all Encumbrances on the Transferred Assets, and on any of 
the assets of the Purchased Companies,  including UCC-3 termination 
statements, from HCFP Funding, Inc. and any other Person in whose favor any 
such Encumbrance exists, such releases to be in form and substance reasonably 
satisfactory to Gainor.

                                        43

<PAGE>

                                     ARTICLE 7
          CONDITIONS TO OBLIGATIONS OF SELLING COMPANIES AND STOCKHOLDERS

The obligations of Selling Companies to consummate the sale of the Transferred
Assets hereunder shall be subject to the satisfaction (or waiver by Universal)
at or prior to the Closing Date of each of the following conditions:

7.1      Representations, Warranties and Covenants.  Each of the 
representations and warranties of Gainor contained in this Agreement shall be 
true in all respects as of the time of the Closing with the same force and 
effect as though made at that time; Gainor shall have performed and complied 
in all material respects with the respective covenants and agreements set 
forth herein to be performed or complied with by it at or before the Closing; 
and Gainor shall have delivered to Universal a certificate, signed on behalf 
of each of Gainor Acquisition and Gainor Management by its President to all 
such effects.

7.2      Litigation.  No suit, investigation, action or other proceeding 
shall be pending or overtly threatened before any court or governmental 
agency, which has resulted in the restraint or prohibition of Universal 
Entities or Stockholders, or in the reasonable opinion of counsel for 
Universal could result in the obtaining of material damages or other relief 
from Universal Entities or Stockholders, in connection with this Agreement or 
the consummation of the transactions contemplated hereby. 

7.3      Opinion of Counsel to Gainor.  Universal shall have received from 
counsel to each of Gainor Management and Gainor Acquisition an opinion dated 
the Closing Date in form and substance reasonably satisfactory to Universal 
and its counsel.

7.4      Required Approvals.  All governmental authorizations, consents and 
approvals necessary for the valid consummation of the transactions 
contemplated hereby shall have been obtained and shall be in full force and 
effect.  All applicable governmental preacquisition filing, information 
furnishing and waiting period requirements shall have been met or such 
compliance shall have been waived by the governmental authority having 
authority to grant such waivers.  The stockholders of Universal shall have 
approved the consummation of the transactions contemplated herein at the 
meeting of stockholders called for such purpose.

7.5      Execution and Delivery of Documents.  Gainor Acquisition and Gainor 
Management shall have executed and delivered all the documents required 
herein to be executed and delivered by them; and all other agreements, 
certificates and other documents delivered by Gainor to Universal hereunder 
shall be in form and substance reasonably satisfactory to counsel for 
Universal.

7.6      Fairness Opinion.  The Board of Directors of Universal shall have 
received an opinion, in form and substance reasonably satisfactory to the 
Board, of an investment bank advisor or other Person acceptable to the Board 
to the effect that the consideration to be received by the Selling Companies 
hereunder is fair to Universal and it stockholders, from a financial point of 
view. 

7.7      No Material Adverse Change.  Gainor shall not have suffered any 
material adverse change since September 30, 1997 in its business or financial 
condition as a whole.

                                        44

<PAGE>

                                  ARTICLE 8                         
                    CONDITIONS TO OBLIGATIONS OF GAINOR 

The obligations of Gainor to be performed hereunder shall be subject to the 
satisfaction (or waiver by Gainor) at or before the Closing of each of the 
following conditions:              

8.1      Representations, Warranties and Covenants.  Each of the 
representations and warranties of the Universal Entities and Stockholders 
contained in this Agreement shall be true in all respects as of the time of 
the Closing with the same force and effect as though made at that time; the 
Universal Entities and Stockholders shall have performed and complied in all 
respects with the respective covenants and agreements set forth herein to be 
performed or complied with by it at or before the Closing; and the Universal 
Entities and each Stockholder shall have delivered to Gainor a certificate, 
signed on behalf of each Universal Entity by its President, and by each 
Stockholder to all such effects.  Notwithstanding the foregoing, Gainor may 
not fail to perform hereunder in the event that the Universal Entities fail 
to comply with their obligations in Section 6.29, 6.30 or 6.32 in any 
immaterial respect, provided that (a) all agreements required to be assigned 
under Section 6.29 producing revenue in excess of $30,000 have been assigned, 
(b) 90% of the patients and customers required to be transferred under 
Section 6.30 have been transferred, (c) all consents required under Section 
6.32 for agreements with value in excess of $30,000 have been obtained, and 
(d) the Universal Entities and the Stockholders have used their best efforts 
to comply with such provisions and any request of Gainor with respect to 
performance under any such provision.

8.2      Litigation.  No suit, investigation, action or other proceeding 
shall be pending or overtly threatened before any court or governmental 
agency, which has resulted in the restraint or prohibition of Gainor, or in 
the reasonable opinion of counsel for Gainor could result in the obtaining of 
material damages or other relief from Gainor, in connection with this 
Agreement or the consummation of the transactions contemplated hereby.

8.3      Opinion of Counsel to Universal.  Gainor shall have received from 
counsel to each Universal Entity and Stockholders an opinion dated the 
Closing Date in form and substance reasonably satisfactory to Gainor and its 
counsel.  
             
8.4      Execution and Delivery of Documents.  The Universal Entities and 
Stockholders shall have executed and delivered all the documents required 
herein; and all other agreements, certificates and other documents delivered 
by the Universal Entities and Stockholders to Gainor hereunder shall be in 
form and substance reasonably satisfactory to counsel for Gainor.  Edward T. 
Buchholz shall have executed the Employment Agreement and delivered it to 
Gainor.
                  
8.5      No Material Adverse Change.  No Universal Entity shall have suffered 
any material adverse change since September 30, 1997 in its business, 
prospects, financial condition, working capital, assets, liabilities 
(absolute, accrued, contingent or otherwise), reserves or operations.

8.6      Required Approvals.  All governmental authorizations, consents and 
approvals necessary for the valid consummation of the transactions 
contemplated hereby shall have been obtained and shall be in full force and 
effect.  All applicable governmental preacquisition filing, information 
furnishing and waiting period requirements shall have been met or such 
compliance shall have been waived by the governmental authority having 
authority to grant such waivers. The 

                                      45

<PAGE>

stockholders of Universal shall have approved the consummation of the 
transactions contemplated herein at the meeting of stockholders called for 
such purpose.

8.7      Other Necessary Consents and Approvals.  Each Universal Entity 
shall have obtained any approval of its stockholders required by any Rule, 
all consents, approvals and estoppels required under any material Universal 
Contract, all consents and approvals listed in the Disclosure Memorandum, and 
all other consents and approvals, the failure of which to obtain would have a 
material adverse effect on Universal's Business as conducted by Gainor 
following the Closing or the Transferred Assets at any time after the 
Closing.  With respect to each such consent, approval and estoppel, Gainor 
shall have received written evidence, reasonably satisfactory to Gainor, that 
such consent, approval or estoppel has been duly and lawfully filed, given, 
obtained or taken and is effective, valid and subsisting.

8.8      Encumbrances. All of the Transferred Assets and all of the assets of 
the Purchased Companies shall be free and clear of all Encumbrances at the 
Closing other than Permitted Encumbrances, if any.

8.9      Payment of Sales Tax Claim.  Universal shall have paid in full all 
amounts owed to the State of California relating to any claim for sales taxes 
due, including those referenced by the California State Board of Equalization 
as SR-AC 402029-010, and Gainor shall have received adequate proof and 
assurance of such payment.

8.10      Completion of Financing.  Gainor Acquisition shall have completed 
the financing of the purchase of the Transferred Assets on terms satisfactory 
to Gainor in its sole discretion.

8.11      Permits.  Gainor shall be satisfied that it can obtain or that 
Universal can transfer all permits necessary to the continued conduct of 
Universal's Business following the Closing.

                                     ARTICLE 9
                                   MISCELLANEOUS

9.1      Notices.  All notices, requests, demands, consents and other 
communications required or permitted hereunder shall be in writing and shall 
be deemed to have been duly given when delivered by overnight courier or 
express mail service or by postage pre-paid certified or registered mail, 
return receipt requested (the return receipt constituting prima facie 
evidence of the giving of such notice, request, demand or other 
communication), by personal delivery, or by fax with confirmation of receipt 
to the following address or such other address of which a party subsequently 
may give notice to all the other parties:

To a Universal Entity
or Stockholders:  Universal Self Care, Inc.
                  11585 Farmington Road
                  Livonia, Michigan 48150
                  Attention:  Brian D. Bookmeier 
                  Fax:  (313) 261-6511

                  And

                                          46

<PAGE>

                  Greenberg Trauig, Hoffman, Lipoff
                  Rosen & Quentel
                  153 East 53rd Street
                  New York, New York  10022
                  Attention:  Stephen A. Weiss
                  Fax:  (212) 223-7161

To Gainor or Gainor Acquisition:   Gainor Medical Management, LLC
                  2205 Highway 42 North
                  McDonough, Georgia 30252-0353
                  Attention:  Mark J. Gainor 
                  Fax:  (770) 474-1600

                  And

                  Nelson Mullins Riley & Scarborough, L.L.P.
                  First Union Building
                  Suite 1400
                  999 Peachtree Street
                  Atlanta, Georgia 30309
                  Attention: Philip H. Moise
                  Fax:  (404) 817-6050

9.2      Parties Bound by Agreement; Successors and Assigns.  The terms, 
conditions and obligations of this Agreement shall inure to the benefit of 
and be binding upon the parties hereto and the respective successors and 
assigns thereof.  Without the prior written consent of Gainor, neither 
Stockholders nor the Universal Entities may assign their rights, duties or 
obligations hereunder or any part thereof to any other Person.  Gainor may 
assign its rights and duties hereunder in whole or in part (before or after 
the Closing) to one or more Affiliates, provided that Gainor Management may 
not assign its obligations relating to the Guarantee, nor the confidentiality 
nor indemnification provisions without the prior written consent of Universal.

9.3      Entire Agreement.  This Agreement, the Disclosure Memorandum and all 
other certificates, schedules and other documents delivered pursuant thereto 
constitute the entire agreement between the parties with respect to the 
transactions contemplated hereby, and supersede and are in full substitution 
of any and all prior agreements and understandings written or oral between 
the arties relating to such transactions.

9.4      Descriptive Headings.  The descriptive headings of the Sections of 
this Agreement are inserted for convenience only and shall not control or 
affect the meaning or construction of any of the provisions hereof.

9.5      Counterparts.  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.

                                     47

<PAGE>

9.6      Amendments and Waivers.  No modification, termination, extension, 
renewal or waiver of any provision of this Agreement shall be binding upon a 
party unless made in writing and signed by such party.  A waiver on one 
occasion shall not be construed as a waiver of any right on any future 
occasion. No delay or omission by a party in exercising any of its rights 
hereunder shall operate as a waiver of such rights.

9.7      Governing Law, Jurisdiction and Venue.  This Agreement is executed 
by the parties in, and shall be construed in accordance with and governed by 
the laws of the State of Georgia, and any dispute in relation hereto will be 
submitted to the Superior Court of Henry County, Georgia, or the U.S. federal 
District Court for the Northern District of Georgia.  

9.8      No ThirdParty Beneficiaries.  With the exception of the parties to 
this Agreement and the Indemnified Parties, there shall exist no right of any 
person to claim a beneficial interest in this Agreement or any rights 
accruing by virtue of this Agreement.

9.9      Gender and Number.  Where the context requires, the use of a pronoun 
of one gender or the neuter is to be deemed to include a pronoun of the 
appropriate gender, singular words are to be deemed to include the plural, 
and vice versa.
 
                                        48

<PAGE>

Each of the parties hereto has caused this Agreement to be duly executed on its
behalf as of the date indicated on the first page hereof.

GAINOR:
GAINOR MEDICAL MANAGEMENT, LLC        GAINOR MEDICAL ACQUISITION COMPANY 


By:                                   By:                      
  _________________________________     ______________________________ 


                                                               
  ________________________              ______________________________   
  Print Name                            Print Name

                                                               
  _________________________________     ______________________________ 
  Print Title                           Print Title


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


By:                                   By:                      
  _________________________________     ______________________________   


                                                               
  _________________________________     ______________________________   
  Print Name                            Print Name

                                                               
  _________________________________     ______________________________   
  Print Title                           Print Title

                                        49

<PAGE>


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


By:                                   By:                      
  _________________________________     ______________________________  


                                                               
  _________________________________     ______________________________   
  Print Name                            Print Name

                                                               
  _________________________________     ______________________________    
  Print Title                           Print Title


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


By:                                   By:                      
  _________________________________     ______________________________   


                                                               
  _________________________________     ______________________________   
  Print Name                            Print Name

                                                               
  _________________________________     ______________________________   
  Print Title                           Print Title




 USCI HEALTHCARE MANAGEMENT
 SOLUTIONS, INC.


 By:                             
  _________________________________    

  _________________________________     
  Print Name

  _________________________________  
  Print Title

                                            50

<PAGE>

STOCKHOLDERS:


                                                               
  _________________________________     ______________________________   
  BRIAN D. BOOKMEIER                    EDWARD T. BUCHHOLZ


                                                               
  _________________________________     ______________________________   
  MATTHEW B. GIETZEN                    ALAN M. KORBY


                                          51

<PAGE>


                                   SCHEDULE A

Accepted Contracts

The lease for real property at 5946 Kester Avenue, Van Nuys, CA shall be
assigned to Diabetes Self Care, Inc.

The lease for personal property with Target Equipment Leasing, Inc. dated
February 27, 1996 shall be assigned to Diabetes Self Care, Inc.

The lease for personal property with Target Equipment Leasing, Inc. dated March
12, 1996 shall be assigned to Diabetes Self Care, Inc. 

All agreements of the Selling Companies listed in Schedule 3.16(a).

Assigned Contracts

The leases for real property in North Hollywood, CA and 990 Highland Drive,
Solana Beach, California shall be assigned to one of the Selling Companies.

The employment agreement between USCI Healthcare Management Solutions, Inc., and
Edward Buchholz shall be assigned to Universal Self Care, Inc.

The employment agreement between Diabetes Self Care, Inc. and Tod Robinson shall
be assigned to Universal Self Care, Inc.


Excluded Assets

Stock of the Selling Companies

All leases other than the leases for real property at 5946 Kester Avenue, Van
Nuys, CA 91411

Intercompany receivables

Prepaid loan fees

Prepaid expenses

Deposits and other like kind assets

Goodwill and other intangible assets


Gainor Assumed Liabilities

Trade accounts payable and obligations under Accepted Contracts.

                                       52

<PAGE>

Transferred Accounts.  

All bank accounts of the Selling Companies.





                                       53

<PAGE>

                                  Exhibit List

Exhibit A    Bill of Sale

Exhibit B    Contract Assignment Agreement

Exhibit C    Employment Agreement

Exhibit D    Gainor Assumption Agreement

Exhibit E    Trademark Assignments

Exhibit F    Universal Assumption Agreement

Exhibit G    Promissory Note








                                       54


<PAGE>

                                    Exhibit G


THE ISSUANCE OF THE SECURITIES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND SUCH SECURITIES MAY
NOT BE TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND SUCH LAWS, OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION.

THIS NOTE IS SUBORDINATED TO CERTAIN SENIOR INDEBTEDNESS OF GAINOR (AS DEFINED
BELOW) AND EACH HOLDER OF THIS NOTE, BY ACCEPTANCE HEREOF, SHALL BE BOUND BY THE
SUBORDINATION AND OTHER PROVISIONS HEREOF.

THIS NOTE MAY NOT BE TRANSFERRED OR ASSIGNED, EXCEPT IN ACCORDANCE WITH THE
TERMS OF SECTION 9 HEREOF.


                        CONVERTIBLE SUBORDINATED PROMISSORY NOTE

$20,000,000.00                                              ____________, 1997
Simple Interest 7.00%-8.00% Per Annum

    FOR VALUE RECEIVED, the undersigned, GAINOR MEDICAL MANAGEMENT, LLC, a
Georgia corporation (together with its permitted successors and assigns,
"Gainor"), promises to pay to the order of UNIVERSAL SELF CARE, INC., a Delaware
corporation (together with its permitted successors and assigns, "Holder"), the
principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00), plus
interest as provided herein, on and subject to the terms set forth herein.  This
Note is made in accordance with Section 2.3(c) of the Asset Purchase Agreement
dated November ___, 1997 by and among Gainor and Gainor Medical Acquisition
Company, on the one hand, and Holder, Clinishare Diabetes Centers, Inc.,
Physicians Support Services, Inc., USC-Michigan, Inc., PCS, Inc. - West,
Diabetes Self Care, Inc., USCI Healthcare Management Solutions, Inc., and
certain of the shareholders of Holder on the other hand (the "Purchase
Agreement").

    1.    Payment.

Subject to Section 3 below, the principal amount of this Note shall be paid in a
single payment with all accrued and unpaid interest thereon no later than
__________________ (the "Maturity Date").  Beginning on the date hereof,
interest at a simple rate of 7.00% per annum through December 31, 1998 and 8.00%
per annum thereafter shall accrue on the unpaid principal balance of this Note
outstanding from time to time.  On the first business day in each calendar
quarter, commencing on January 2, 1998, Gainor shall pay to Holder the interest
accrued hereunder in arrears.  Interest shall be calculated based on a
365(6)-day year, for actual days elapsed.  The principal amount of this Note may
be adjusted as set forth in Sections 2.3, 2.5 and 2.7 of the Purchase Agreement,
which adjustments may be made separately or with another adjustment, and all
such adjustments shall be cumulative.

     2.   Default.

          For purposes of this Note, a "Default" shall occur whenever:

          (a)  Gainor fails to pay any amount of principal of or interest on  
this Note 



<PAGE>

when due hereunder and fails to cure its non-payment within 10 days after 
receiving notice from Holder of such failure. 

          (b)  Gainor shall commence a voluntary case under the federal       
bankruptcy laws (as now or hereafter in effect); file a petition seeking to 
take advantage as against its creditors of any other laws, domestic or 
foreign, relating to bankruptcy, insolvency, reorganization, winding up or 
composition or adjustment of debts; consent to or fail to contest in a timely 
and appropriate manner any petition filed against Gainor in an involuntary 
case under such bankruptcy laws or other laws; apply for or consent to, or 
fail to contest in a timely and appropriate manner, the appointment of, or 
the taking of possession by, a receiver, custodian, trustee, or liquidator of 
itself or of a substantial part of the property of Gainor; admit in writing 
its inability to pay its debts as they become due; make a general assignment 
for the benefit of creditors; or take any company action for the purpose of 
authorizing any of the foregoing.

          (c)  A case or other proceeding shall be commenced against Gainor 
in any court of competent jurisdiction seeking relief under the federal 
bankruptcy laws (as now or hereafter in effect) or under any other laws, 
domestic or foreign, relating to bankruptcy, insolvency, reorganization, 
winding up or adjustments of debts, or the appointment of a trustee, 
receiver, custodian, liquidator or the like of Gainor or of all or any 
substantial part of the assets, domestic or foreign, of Gainor, and such 
case, proceeding or appointment shall continue undismissed or unstayed for a 
period of sixty (60) consecutive calendar days, or an order granting the 
relief requested in such case or proceeding (including, but not limited to, 
an order for relief under such federal bankruptcy laws) shall be entered.

Subject to Section 3 below, upon the occurrence and continuance of a Default,
Holder may declare any or all of the unpaid principal balance and accrued
interest under this Note to be immediately due and payable.


     3.   Subordination.

          (a)  Notwithstanding any other provision in this Note to the 
contrary, Holder hereby agrees, to the extent so provided in this Section 3, 
that the indebtedness represented by this Note shall be subordinated and 
subject in all respects, including in right of payment to the prior 
indefeasible payment in full in cash or immediately available funds of all 
Senior Indebtedness.  As used herein, the term "Senior Indebtedness" shall 
mean (i) the principal of, accrued and unpaid interest on and all fees and 
other amounts owing in connection with all indebtedness of Gainor for 
borrowed money in connection with its term loan or line of credit with 
______________________, and (ii) all or any other indebtedness of Gainor for 
borrowed money from any bank, commercial finance company, factor, insurance 
company, SBIC or other institutional lender, or from a currently existing 
equity holder of Gainor. 

          (b)  No payment on account of principal, interest or other amount 
owing on this Note shall be made if, at the time of such payment or 
immediately after giving effect thereto, there shall have occurred and be 
continuing a default, with respect to any particular Senior Indebtedness, 
which default shall not have been cured or waived. 

          (c)  Upon any distribution of assets of Gainor, whether in cash, 
properties or securities, or any payment by Gainor or any liquidating trustee 
or to creditors in connection with any dissolution or winding up or 
assignment for the benefit of creditors or any total or partial 

                                       2


<PAGE>

liquidation or reorganization of Gainor, whether voluntary or involuntary, in 
bankruptcy, insolvency, receivership or other similar proceedings, (i) all 
amounts then due upon all Senior Indebtedness (including all interest 
accruing thereon after the commencement of such proceeding, whether or not 
allowed or allowable as a claim therein) shall first be indefeasibly paid in 
full in cash, before any payment or distribution is made on account of this 
Note, (ii) any payment or distribution, whether in cash, property or 
securities which, but for the terms hereof, otherwise would be payable or 
deliverable in respect of the obligations owing under this Note, shall be 
paid or delivered directly to the holders of the Senior Indebtedness until 
all Senior Indebtedness is indefeasably paid in full in cash; (iii) Holder 
agrees not to initiate or prosecute any claim, action or other proceeding 
challenging the enforceability of the Senior Indebtedness or any liens and 
security interests securing the Senior Indebtedness; and (iv) Holder agrees 
to execute, verify, deliver and file any proofs of claim in respect of the 
obligations owing under this Note in connection with any such proceeding and 
hereby irrevocably authorizes, empowers and appoints the holders of the 
Senior Indebtedness as its agent and attorney-in-fact to (A) execute, verify, 
deliver and file such proofs of claim upon the failure of Holder promptly to 
do so (and, in any event, prior to 10 days before the expiration of the time 
to file any such proof of claim) and (B) vote such claim in any such 
proceeding upon the failure of Holder to do so prior to 10 days before the 
expiration of the time to vote any such claim; provided, however, that the 
holders of the Senior Indebtedness shall have no obligation to execute, 
verify, deliver, file and/or vote any such proof of claim.  The Senior 
Indebtedness shall continue to be treated as Senior Indebtedness and the 
provisions of this Section 3 shall continue to govern the relative rights and 
priorities of the holders of the Senior Indebtedness and Holder even if all 
or part of the Senior Indebtedness or the security interests securing the 
Senior Indebtedness are subordinated, set aside, avoided or disallowed in 
connection with any such proceeding and the provisions of this Section 3 
shall be reinstated if at any time any payment of any of the Senior 
Indebtedness is rescinded or must otherwise be returned by any holder of 
Senior Indebtedness or any representative of such holder.  In the event that, 
notwithstanding the foregoing, any payment or distribution of assets 
prohibited by the foregoing or by subsection (b) above shall be received by 
Holder before all Senior Indebtedness is indefeasibly paid in full in cash, 
such payment or distribution shall be received and held in trust for, and 
shall be promptly paid over or delivered to the holders of Senior 
Indebtedness or their representatives, as their respective interests may 
appear, for application to the payment of all Senior Indebtedness remaining 
unpaid to the extent necessary to indefeasibly pay all Senior Indebtedness in 
full in cash. 

          (d)  The rights of Holder shall be subrogated to the rights of the 
holders of Senior Indebtedness to receive payment or distributions of cash, 
property or securities of Gainor applicable to the Senior Indebtedness, 
provided, however, that no payment or distribution to the holders of the 
Senior Indebtedness pursuant to the provisions of this Note shall entitle 
Holder to exercise any rights of subrogation in respect thereof until the 
Senior Indebtedness shall have indefeasibly been paid in full in cash. 

          (e)  Until the Senior Indebtedness is indefeasibly paid in full in 
cash, Holder shall not take any collection or enforcement action with respect 
to amounts due hereunder (including (i) to demand, sue for or set-off any 
moneys, (ii) to initiate or participate with others in any such enforcement 
action, including the bringing of any proceeding described in Section 3(c) 
above and (iii) to accelerate this Note), except (i) with the express prior 
written consent of the holders of the Senior Indebtedness or (ii) after 
giving 180 days' prior written notice to the 

                                       3


<PAGE>

holders of the Senior Indebtedness that a default under this Note has 
occurred and is continuing, Holder may accelerate this Note and take such 
collection or enforcement action. 

          (f)  Gainor shall be permitted to modify the Senior Indebtedness, 
including increasing principal amounts owing and interest rate chargeable 
thereunder and changing the manner, amount and time for payments thereunder, 
and to incur additional indebtedness on a senior and/or secured basis at any 
time, without notice to Holder, provided, however that Gainor shall not 
extend the final maturity date of any Senior Indebtedness beyond the Maturity 
Date. 

          (g)  Holder hereby agrees to promptly notify the holders of the 
Senior Indebtedness in writing of each default by Gainor hereunder, and the 
cure thereof. 

          (h)  Holder agrees to execute an intercreditor or subordination 
agreement with terms and conditions consistent with the subordination 
provisions of this Note or otherwise reasonable under the circumstances, if 
required by the holders of the Senior Indebtedness, and to take all such 
other reasonable action as the holders of the Senior Indebtedness may request 
in order to enable such holders to enforce their rights hereunder. 

          (i)  The holders of the Senior Indebtedness may foreclose on their 
security interests securing payment of the Senior Indebtedness in any manner 
that they, in their sole discretion, may elect even though a higher price 
might have been obtained had such security interests been foreclosed upon in 
another manner.  Holder waives any requirement that the holders of the Senior 
Indebtedness protest, secure, perfect or insure any security interest or lien 
on any property subject thereto or exhaust any right or take any action 
against Gainor.  The right of any present or future holder of Senior 
Indebtedness to enforce subordination of this Note pursuant to the provisions 
of this Section 3 shall not at any time be prejudiced or impaired by any act 
or failure to act on the part of Gainor or any such holder of Senior 
Indebtedness, including but not limited to any application of any sums by 
whomsoever paid or however realized to the Senior Indebtedness, or any 
amendment of the amount, manner, place or terms of payment of the Senior 
Indebtedness, or any extension of the time of payment of or renewal of the 
Senior Indebtedness, or any forbearance, waiver, consent, compromise, 
amendment, extension, renewal, or taking or release of security of or in 
respect of any Senior Indebtedness or by noncompliance by Gainor with the 
terms of such subordination regardless of any knowledge thereof with which 
such holders may have or otherwise be charged. 

          (j)  The holders of the Senior Indebtedness are hereby authorized 
to demand specific performance of the subordination provisions contained in 
this Note at any time when Holder shall have failed to comply with any of the 
subordination provisions contained in this Note applicable to it.  Holder 
hereby irrevocably waives any defense based on the adequacy of a remedy at 
law which might be asserted as a bar to such remedy of specific performance. 

          (k)  Each current and future holder of Senior Indebtedness, whether 
now outstanding or hereafter created, incurred, assumed or guaranteed, shall 
be deemed to have acquired the Senior Indebtedness in reliance on the 
subordination provisions contained in this Note, which are made for the 
benefit of all such holders and their successors, assigns and participants, 
and in this regard all such holders shall be third party beneficiaries of 
this Note. 

          (l)  This Note shall not at any time be secured by the assets or 
properties of Gainor. 

     4.   Right of Set Off. Payment (and prepayment, if applicable) of all 
amounts due under this Note, including principal and interest, is subject to 
(i) Gainor's right to setoff, against 

                                       4



<PAGE>

principal and interest and all other amounts due hereunder, any amounts due 
to Gainor from Holder and/or another Selling Company (as defined in the 
Purchase Agreement) under their respective indemnification and other 
obligations under the Purchase Agreement, (ii) the provisions of Sections 2.3 
and 2.5 of the Purchase Agreement concerning the adjustment in the principal 
amount of this Note under certain circumstances, (iii) the provisions of 
Section 6.22 of the Purchase Agreement concerning Holder's potential 
liability in California for alleged two-tiered pricing practices, and (iv) 
the last sentence of this Section 4.  This Note is subject to such rights and 
such other terms and conditions of the Purchase Agreement as may be 
applicable. Notwithstanding any other provision of this Note, Gainor shall 
not be obligated to make any payment hereunder that would reduce the 
principal outstanding hereunder below the aggregate amount of all 
outstanding, unpaid and unresolved claims for indemnification made by Gainor 
under Section 6.9 of the Purchase Agreement. 

     5.   Prepayment; Escrow.  Gainor may prepay the principal hereof and 
interest hereunder in whole or in part at any time and from time to time 
without penalty or premium.  If any such prepayment is made prior to the end 
of the three year period following the date hereof and would result in the 
principal amount outstanding under the Note to fall below $10 million, then 
part of such prepayment shall be placed in escrow to secure Holder's 
indemnification and other obligations under the Purchase Agreement, such that 
the amount of principal remaining outstanding under this Note and the amount 
in escrow total $10 million at all times. The amounts to be placed in escrow 
shall be placed with SunTrust Bank, Atlanta or another escrow agent 
acceptable to both Holder and Gainor pursuant to an escrow agreement with 
terms and conditions reasonably acceptable to each of Holder and Gainor. If 
Gainor elects to make such a prepayment and any amounts are so required to be 
placed in escrow, the parties shall negotiate in good faith to agree upon the 
terms and conditions of such escrow agreement as soon as possible following 
such election. All amounts remaining in escrow at the end of such three year 
period shall be released to Holder, except such amounts as may be required to 
cover outstanding claims by Gainor against amounts held in escrow. 

     6.   Conversion of Note.           

          (a)  Conversion at Option of Holder. If Gainor shall at any time 
determine in its sole discretion to register the sale of any of its equity 
securities for its own account in a public offering on a firm commitment 
underwritten basis through one or more underwriters pursuant to an 
underwriting agreement between Gainor and such underwriters (an "Underwritten 
Public Offering"), then Gainor shall notify Holder in writing (the "Offering 
Notice") as soon as practicable but no less than 20 days prior to filing a 
registration statement for such Underwritten Public Offering, which Offering 
Notice shall include the most recent financial statements of Gainor and the 
most recent description of Gainor's business proposed to be included in the 
registration statement, and a copy of such other information available to 
Gainor and reasonably requested by Holder concerning the terms of the 
proposed Underwritten Public Offering. Within 10 business days after receipt 
of the Offering Notice, Holder may elect to convert this Note, in whole or in 
part, into the equity securities of Gainor offered pursuant to such 
Underwritten Public Offering (the "Conversion Shares"), contingent upon the 
closing of such offering. The number of Conversion Shares shall be determined 
by dividing the aggregate amount of this Note to be converted by the per 
share offering price of the equity securities actually offered in such 
Underwritten Public Offering.  Notwithstanding the above: if the aggregate 
offering price of the securities offered in the Underwritten Public Offering 
is less than $25 million, and if the managing underwriter or underwriters 
determine that marketing or other factors so require, the underwriter and 
Gainor may limit the amount of this Note that may be converted under this 
Section 6; and the conversion rights 

                                       5



<PAGE>

of this Section 6 are subject to the provisions of Section 9 hereof 
concerning the sale, transfer or assignment hereof by Holder. 

     (b)  Conversion Procedures. Such conversion shall be made by delivery to 
Gainor of a written notice of Holder's election to convert this Note within 
10 business days after receipt of the Offering Notice.  Such conversion shall 
be deemed to have been made at the close of business on the date immediately 
prior to the commencement of such Underwritten Public Offering.  No 
fractional shares of Common Stock shall be issued upon conversion of this 
Note, and in lieu thereof, Gainor shall pay to Holder the amount of 
outstanding principal that is not so converted.  Upon the conversion of this 
Note, Holder shall surrender the Note, duly endorsed, at the principal office 
of Gainor.  At its expense, Gainor shall, upon the closing of the 
Underwritten Public Offering, issue and deliver to Holder a certificate or 
certificates for Conversion Shares (bearing such legends as are required by 
applicable state and federal securities laws in the opinion of counsel to 
Gainor), together with a check payable to Holder for any cash amount payable 
for fractional shares.  Upon conversion of this Note, Gainor shall be forever 
released from all its obligations and liabilities under this Note, provided, 
however, that the obligations of Gainor set forth in Section 7 shall remain 
in effect. 

          (c)  Security Pledge.  If any conversion hereunder is made prior to 
the end of the three year period following the date hereof and would result 
in the principal amount outstanding under the Note to fall below $10 million, 
or if any conversion hereunder is made at any time and would result in the 
principal amount outstanding under the Note to fall below the aggregate 
amount of all outstanding, unpaid and unresolved claims for indemnification 
made by Gainor under Section 6.9 of the Purchase Agreement, then a number of 
the Conversion Shares shall be pledged to Gainor to secure Holder's and/or 
the other Selling Companies' indemnification and other obligations under the 
Purchase Agreement, such that the amount of principal remaining under this 
Note and the value of the Conversion Shares so pledged (valued at the 
offering price) shall total the greater of $10 million or the aggregate 
amount of all such claims if conversion occurs during such three-year period, 
or the aggregate amount of all such claims if conversion occurs after such 
three-year period. Such shares shall be pledged pursuant to a pledge 
agreement with terms and conditions reasonably acceptable to each of Holder 
and Gainor, in any event providing that obligations of Holder to Gainor may 
be satisfied by Gainor's reacquisition of an appropriate number of the 
Conversion Shares, valued at the average of the closing market price for such 
shares during the five trading days prior thereto. The parties shall 
negotiate in good faith to agree upon the terms and conditions of such pledge 
agreement as soon as possible following the conversion election. All shares 
remaining under pledge at the end of such three year period shall be released 
to Holder, except such shares as may be required to cover outstanding claims 
by Gainor under the indemnification provisions of the Purchase Agreement. 

     7.   Registration Rights. 

          (a)  Piggyback Registration.  Not more than two times after the 
date of this Note, if Gainor determines to effect an Underwritten Public 
Offering and Holder has elected to acquire Conversion Shares through the 
conversion of all or any portion of this Note, Gainor will: 

               (i)   promptly give to Holder written notice of  such 
                     Underwritten Public Offering (which shall include, to the 
                     extent available, a list of the jurisdictions in which 
                     Gainor intends to attempt to qualify the offer and sale 
                     of such securities under the applicable blue sky or other 
                     state securities laws); and 

                                       6


<PAGE>

               (ii)  use its reasonable efforts to include in such registration
                     (and any related qualification under blue sky laws or other
                     compliance), and in any Underwritten Public Offering 
                     involved therein, all the Conversion Shares specified in a 
                     written request by Holder received by Gainor within ten 
                     days after such written notice is given. Any such request 
                     from Holder shall (i) specify the number of Conversion 
                     Shares requested to be included in such registration and 
                     (ii) include an undertaking to provide all information and
                     materials concerning Holder, to comply with all 
                     requirements hereunder concerning such Underwritten Public
                     Offering, and to take any other actions reasonably 
                     requested by Gainor to enable Gainor to comply with the 
                     Securities Act, any applicable state securities law, and 
                     the applicable rules and regulations thereunder 

           (b) Underwriting.  The registration rights of Holder shall be 
conditioned upon Holder's participation in the Underwritten Public Offering, 
the inclusion of the Conversion Shares in the Underwritten Public Offering to 
the extent provided herein, and Holder's entering into an underwriting 
agreement in customary form with the underwriter or underwriters selected by 
Gainor for such Underwritten Public Offering. 

          (c)  Termination of Registration by Gainor.  Notwithstanding any 
other provision herein, at any time before or after the filing of a 
registration statement in connection with such Underwritten Public Offering, 
Gainor may, in its sole discretion, abandon or terminate such registration 
without the consent of Holder. 

          (d)  Limitations on Rights.  Gainor shall not be required to 
include the Conversion Shares in the securities covered by a registration 
statement on any form which limits the amount of securities that may be 
registered by the issuer or selling security holders if, and to the extent 
that, such inclusion would make the use of such form unavailable.  In 
addition, the registration rights under this Section 7 are subject to the 
provisions of Section 9 hereof concerning the sale, transfer or assignment 
hereof by Holder. 

          (e)  Reduction of Rights.  Notwithstanding any other provision 
herein, if the managing underwriter or underwriters determine that marketing 
or other factors require a limitation of the amount of securities to be 
offered in the Underwritten Public Offering, the underwriter and Gainor may 
limit the number of Conversion Shares to be included in any registration and 
Underwritten Public Offering. 

          (f)  Prohibition on Selling Stock During Underwritten Public 
Offering.  In the event of an Underwritten Public Offering, Holder shall not 
sell any of the Conversion Shares, except to the underwriters in connection 
with such offering, during the period of distribution of the offered 
securities by the underwriters and the period in which the underwriting 
syndicate participates in the aftermarket.  The securities registered under 
the terms of this Section 5 shall be subject to such restrictions on sale or 
lock up periods as may be required by the Underwriters. 

          (g)  Registration Expenses.  Gainor shall pay, on behalf of Holder, 
all of the expenses in connection with the registration of the Conversion 
Shares as provided herein, including all registration, filing and NASD fees, 
and all fees and expenses of complying with securities or blue sky laws, but 
excluding any underwriting discounts and commissions and transfer taxes, if 
any, and any fees or disbursements of any counsel to Holder. In any 
registration, Holder shall pay for its own counsel, underwriting discounts 
and commissions, and transfer taxes. 

                                       7

<PAGE>

          (h) Registration Procedures.  In the case of any registration 
effected by Gainor in which the Conversion Shares are included pursuant to 
this Section 5, Gainor will, at its expense: 

               (i)   prepare and file with the Securities and Exchange 
                     Commission (the "Commission") a registration statement 
                     with respect to the Conversion Shares and use its 
                     reasonable efforts to cause such registration 
                     statement to become and remain effective for such 
                     period as may be reasonably necessary to effect the 
                     sale of the Conversion Shares under the plan of 
                     distribution chosen by Gainor for the Underwritten 
                     Public Offering; 

               (ii)  prepare and file with the Commission such amendments 
                     to such registration statement and supplements to the 
                     prospectus contained therein as may be necessary to 
                     correct any statements or omissions if, during the time 
                     when the prospectus is required to be delivered under 
                     the Securities Act of 1933 (the "Securities Act"), any 
                     event shall have occurred as a result of which the 
                     prospectus would include any untrue statement of a 
                     material fact or omit to state any material fact 
                     necessary to make the statements therein, in the 
                     light of the circumstances in which they were made, not 
                     misleading; 

               (iii) furnish to Holder a copy of any opinion letters which 
                     Gainor shall provide to the underwriters pursuant to 
                     the underwriting agreement; 

               (iv)  furnish to Holder such reasonable number of copies of 
                     the registration statement, preliminary prospectus, 
                     final prospectus and such other documents as Holder may 
                     reasonably request in order to facilitate the public 
                     offering of the Conversion Shares; and 

               (v)   use its reasonable efforts to register or qualify the 
                     Conversion Shares covered by such registration statement 
                     under such state securities or blue sky laws of such 
                     jurisdictions as the underwriters and Gainor determine 
                     appropriate. 

          (i) Indemnification. In the case of a registration effected by 
Gainor pursuant to this Section 5 in which Conversion Shares are included: 

               (i)   Gainor agrees to indemnify and hold harmless Holder 
                     against any and all losses, claims, damages or liabilities 
                     to which Holder may become subject under the Securities 
                     Act or any other statute or common law, and to reimburse 
                     Holder for any reasonable legal or other expenses incurred 
                     by it in connection with the investigation of any claims 
                     and defense of any actions, insofar as any such losses, 
                     claims, damages, liabilities or actions arise out 
                     of or are based upon any untrue statement or alleged 
                     untrue statement of a material fact contained in the 
                     registration statement, any prospectus contained therein, 
                     or any amendment or supplement thereto, or in any blue 
                     sky application, or the omission or alleged omission to 
                     state therein a material fact required to be stated 
                     therein or necessary to make the statements therein not 
                     misleading; provided, however, that the indemnification 
                     contained in this subsection shall not (A) apply to such 
                     losses, claims, damages, liabilities or actions arising 
                     out of, or based upon, any such untrue statement or 
                     alleged untrue statement, or any such omission or alleged 
                     omission, if such statement or omission was made in 
                     reliance upon and in conformity with information furnished 
                     to Gainor by Holder for use in connection with the 
                     preparation 

                                       8

<PAGE>

                     of the registration statement or any prospectus contained 
                     in the registration statement or any such amendment 
                     thereof or supplement thereto; or (B) inure to the benefit 
                     of any person to the extent such person's claim for 
                     indemnification hereunder arises out of or is based on any 
                     violation of such person of applicable law. 

               (ii)  Holder shall be obligated, in the same manner and to the 
                     same extent as set forth in subsection (i) of this 
                     Section 5(i), to indemnify and hold harmless Gainor 
                     and each person, if any, who controls Gainor within the 
                     meaning of Section 15 of the Securities Act, and their 
                     directors and officers, with respect to any statement or 
                     alleged untrue statement in, or omission or alleged 
                     omission from, such registration statement, any prospectus 
                     contained therein, or any amendment or supplement thereto, 
                     or in any blue sky application, if such statement or 
                     omission was made in reliance upon and in conformity with 
                     information furnished to Gainor by Holder for use in 
                     connection with the preparation of such registration 
                     statement or any prospectus contained in such registration 
                     statement or any such amendment thereof or supplement 
                     thereto or blue sky application; provided, however, that 
                     the liability of Holder hereunder shall be limited to the 
                     proceeds received by Holder from the sale of Conversion 
                     Shares covered by such registration statement, amendment, 
                     supplement, prospectus or blue sky application, as the 
                     case may be. 

               (iii) Each person to be indemnified pursuant to this Section 5 
                     shall, promptly after its receipt of written notice of 
                     the commencement of any action against such indemnified 
                     person in respect of which indemnity may be sought from an 
                     indemnifying person under this Section 5, notify the 
                     indemnifying person in writing of the commencement thereof.
                     The failure of any indemnified person to so notify an 
                     indemnifying person of the commencement of any such action 
                     shall relieve the indemnifying person from any liability 
                     in respect of such action which it may have to such 
                     indemnified person on account of the indemnity contained 
                     in this Section 5, but shall not relieve the indemnifying 
                     person from any other liability which it may have to such 
                     indemnified person. Upon notification of such an action 
                     as provided above, the indemnifying person shall be 
                     entitled to participate therein and, to the extent it may 
                     desire, jointly with any other indemnifying persons 
                     similarly notified, to assume the defense thereof, and 
                     after notice from the indemnifying person to such 
                     indemnified person of its election to assume the defense 
                     thereof, the indemnifying person will not be liable to 
                     such indemnified person under this Section 5 for any legal 
                     or other expenses subsequently incurred by such 
                     indemnified person in connection with the defense thereof 
                     other than reasonable costs of investigation unless 
                     (A) the indemnified party shall have employed counsel in 
                     an action in which the indemnified party and indemnifying 
                     party are both defendants and there is a conflict of 
                     interest between such parties that would prevent counsel 
                     from adequately representing both parties, or (B) the 
                     indemnifying party has authorized the employment of 
                     counsel for the indemnified party at the expense of the 
                     indemnifying party. 

     8. Representations, Warranties and Covenants of Holder. Holder hereby 
represents and warrants to Gainor as follows: 

          (a) Restricted Securities. Holder understands that neither the 
issuance of this Note nor the issuance of the Conversion Shares will be 
registered under the Securities Act or the 

                                       9

<PAGE>

securities laws of any, in reliance upon exemptions from registration 
contained in the Securities Act and such laws, and that Gainor's reliance 
upon such exemptions is based in part upon the representations, warranties 
and agreements of Holder contained herein. 

          (b) Investment Intent. Holder is acquiring this Note (and will 
acquire the Conversion Shares) for its own account and not for distribution 
or resale to others, and agrees that it will not sell or otherwise transfer 
this Note or the Conversion Shares except pursuant to an effective 
registration statement under the Securities Act and applicable state 
securities laws, or exemptions available therefrom. 

          (c) Legend Requirement. Holder acknowledges that the certificates 
representing the Conversion Shares will contain a legend stating that the 
issuance thereof was not registered under the Securities Act or any state 
securities laws and referring to the above restrictions on transferability 
and sale.  A notation will also be made in the records of Gainor so that 
transfers of such Conversion Shares will not be effected in the records of 
Gainor without compliance with these restrictions. 

     9. Assignment. Neither party hereto shall have the right to sell, 
transfer or assign this Note or any rights or delegate any duties hereunder 
except with the express prior written consent of the other party, except that 
(a) Gainor shall have the right to assign any rights or delegate any duties 
hereunder to any Affiliate (as that term is defined in the Purchase 
Agreement) who is a successor in interest to all or substantially all of its 
business or assets or to any other Affiliate provided that Gainor guarantees 
the performance of all obligations by such Affiliate hereunder, and (b) 
Holder may sell, transfer or assign this Note (in whole but not in part) to 
another person through a direct assignment or through a merger or 
consolidation with such other person upon at least 10 days prior written 
notice to Gainor, provided, however, that Holder may not sell, transfer or 
assign this Note to any  person engaged in any business that is competitive 
with any business conducted by Gainor at the time of such sale, transfer or 
assignment.  Any sale, transfer or assignment by either party, when permitted 
hereunder, shall be subject to all terms contained herein, and the buyer, 
transferee or assignee shall agree in writing to all terms and conditions 
contained herein.  Subject to the restrictions on transfer contained herein 
and the proviso at the end of this sentence, the rights and obligations of 
Gainor and Holder shall be binding upon and benefit the successors and 
permitted assigns of such party; provided, however, that upon any sale, 
transfer or assignment of this Note by Holder, the provisions of Section 6 
(Conversion of Note) and 7 (Registration Rights) hereof shall become null and 
void and the buyer, transferee or assignee shall not be entitled to any of 
the benefits thereof. This Note shall be deemed to be canceled, and all 
obligations of Gainor hereunder shall terminate, if, without the prior 
written consent of Gainor Holder attempts to distribute this Note or any 
interests therein to its security holders or liquidate. 

     10. Amendment.  Any provision of this Note may be amended or modified 
only upon the written agreement of Gainor and Holder. 

     11. Notices.  All notices, requests, demands, consents and other 
communications required or permitted hereunder shall be in writing and shall 
be deemed to have been duly given when delivered by overnight courier or 
express mail service or by postage pre-paid certified or registered mail, 
return receipt requested (the return receipt constituting prima facie 
evidence of the giving of such notice, request, demand or other 
communication), by personal delivery, or by fax with confirmation of receipt 
to the following address or such other address of which a party subsequently 
may give notice to all the other parties: 

                                       10

<PAGE>

To Holder:          Universal Self Care, Inc.
                    1158 Farmington Road
                    Livonia, Michigan 48150
                    Attention:  Brian D. Bookmeier
                    Fax:  (313) 261-6511

To Gainor :         Gainor Medical Management, LLC
                    2205 Highway 42 North
                    McDonough, Georgia 30252-0353
                    Attention:  Mark J. Gainor 
                    Fax:  (770) 471-1600

                    And

                    Nelson Mullins Riley & Scarborough, L.L.P.
                    Suite 1400
                    999 Peachtree Street
                    Atlanta, Georgia 30309
                    Attention: Philip H. Moise
                    Fax:  (404) 817-6050

     12. Heading; References.  All headings used herein are used for 
convenience only and shall not be used to construe or interpret this Note.  
Except where otherwise indicated, all references herein to Sections refer to 
Sections hereof.

     13. Governing Law.  The provisions of this Note are to be governed by 
and construed according to the laws of the State of Georgia.  

                             GAINOR MEDICAL MANAGEMENT, LLC


                             By:_______________________________
                                  Mark J. Gainor
                                  President

Consented and Agreed to:

UNIVERSAL SELF CARE, INC.


By: ________________________________
    Brian D. Bookmeier
    President


                                       11