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                                                                  EXHIBIT 4.2(L)


             EIGHTH AMENDMENT TO REVOLVING CREDIT AND LOAN AGREEMENT


         THIS EIGHTH AMENDMENT TO REVOLVING CREDIT AND LOAN AGREEMENT (this
"Eighth Amendment to Loan Agreement" or this "Eighth Amendment") is entered into
as of January 25, 1999 between NBD Bank ("NBD" or "Bank"), as lender, with
offices at 611 Woodward Avenue, Detroit, Michigan 48226; Universal Standard
Healthcare, Inc., formerly known as Universal Standard Medical Laboratories,
Inc., a Michigan corporation ("USML"); Universal Standard Healthcare of
Michigan, Inc., formerly known as Universal Standard Managed Care of Michigan,
Inc., a Michigan corporation ("Michigan Managed Care"); Universal Standard
Healthcare of Ohio, Inc., formerly known as Universal Standard Managed Care of
Ohio, Inc., an Ohio corporation ("Ohio Managed Care"); Universal Standard
Healthcare of Delaware, Inc., formerly known as Universal Standard Managed Care,
Inc., a Delaware corporation ("Delaware Managed Care"); Universal Standard
Healthcare of Florida, Inc. ("Florida Managed Care"); T.P.A., Inc., a Michigan
corporation ("Processing"); and A/R Credit, Inc., a Michigan corporation ("AR
Credit"), all of whose addresses are 26500 Northwestern Highway, Southfield,
Michigan 48076.


                                    RECITALS

         This Eighth Amendment to Loan Agreement is based on the following
recitals ("Recitals"), which are incorporated into and made a part of this
Eighth Amendment:

                  1. USML, Delaware Managed Care, Ohio Managed Care, Michigan
         Managed Care, Florida Managed Care, Processing, AR Credit (each, an
         "Obligor" and collectively, the "Obligors"), and NBD are parties to a
         Revolving Credit and Loan Agreement dated April 30, 1997, as amended by
         a First Amendment to Revolving Credit and Loan Agreement dated
         September 26, 1997, by a Second Amendment to Revolving Credit and Loan
         Agreement dated November 30, 1997, by a Third Amendment to Revolving
         Credit and Loan Agreement dated February 2, 1998, by a Fourth Amendment
         to Revolving Credit and Loan Agreement dated March 12, 1998, by a Fifth
         Amendment to Revolving Credit and Loan Agreement dated June 5, 1998, by
         a letter agreement dated July 21, 1998, by a Sixth Amendment to
         Revolving Credit and Loan Agreement dated August 3, 1998, by a letter
         agreement dated October 8, 1998, and by a Seventh Amendment to
         Revolving Credit and Loan Agreement dated January 4, 1999 (as amended,
         and as may be further amended or restated from time to time, the "Loan
         Agreement"). In addition to the Loan Agreement, Bank and Obligors are
         parties to various other loan and security documents and guaranties
         more particularly described in or executed in connection with the Loan
         Agreement (which are defined as the "Loan Documents" in the Loan
         Agreement). Capitalized terms used but not defined in this Eighth
         Amendment have the same meanings given to those terms in the Loan
         Documents.


                  2. Simultaneously with the execution of the Sixth Amendment
         USML entered into the Labcorp Transaction.

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                  3. Timothy D. Hanchett ("Mr. Hanchett") of NBD's Managed Asset
         Group was recently introduced to the Obligors as the new account
         officer on Obligors' account because of NBD's concerns, among others,
         about Obligors' cash flow issues and the overdrafts on Obligors'
         accounts. Mr. Hanchett's involvement is to evaluate the Obligors'
         controls, performance, direction, and NBD's continued involvement. In
         order to achieve that purpose, it is necessary that we conduct certain
         investigations and review certain financial data regarding the Obligors

                  4. At a meeting on January 20, 1999, NBD and the Obligors met
         to discuss the situation. At this meeting Obligors advised that they
         would promptly hire a financial consultant reasonably acceptable to NBD
         (the "Obligors' Consultant") to assist the Obligors with their cash
         flow issues.

                  5. Obligors have requested and, subject to the terms hereof,
         Bank has agreed to amend the Loan Agreement as set forth in this Eighth
         Amendment.


                                    AGREEMENT

         Based on the foregoing Recitals (which are incorporated herein as
representations, warranties, acknowledgments and agreements of the parties, as
the case may be) and for other good and valuable consideration, the receipt and
adequacy of which is mutually acknowledged by the parties hereto, Obligors and
Bank agree as follows:

         A.       The  Obligors  acknowledge  and  agree  that on  January  22,
1999  there was  $4,999,107.32  in principal owing by Obligors to NBD under the 
Loan Documents as follows:

                       1.   $983,000 owing under the Line of Credit Note,

                       2.   $621,764 owing under the Lease Transactions,

                       3.   $2,378,000 in contingent indebtedness owing
                            under the letters of credit issued under
                            Section 2.3 of the Loan Agreement, and

                       4.   $1,016,343.32 in contingent indebtedness owing under
                            the Litigation Letter of Credit,

         plus accrued but unpaid interest, costs and expenses (including
         attorneys' fees and consultant fees) called for by the Loan Documents
         (all such obligations together with all other principal and interest
         due or becoming due to NBD), together with the payment of all other
         sums, indebtedness and liabilities of any and every kind now or
         hereafter owing and to become due from the Obligors to NBD, however
         created, however incurred, 


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         evidenced, acquired or arising, and whether direct or indirect,
         primary, secondary, fixed or contingent, matured or unmatured, joint,
         several, or joint and several, and whether for principal, interest,
         reimbursement obligations, indemnity obligations, obligations under
         guaranty agreements, fees, costs, expenses, or otherwise, all of the
         Obligors' obligations under this Eighth Amendment, together with all
         other present and future obligations of the Obligors to NBD, including
         the "Obligations" as defined in the Loan Agreement, are referred to
         collectively as the "Obligations". The Obligors acknowledge and agree
         that the Obligations and all other obligations of Obligors to NBD are
         owing to NBD without setoff, recoupment, defense or counterclaim, in
         law or in equity, of any nature or kind.

                  B. The Obligors' Consultant must prepare and deliver a
         preliminary oral report to NBD by January 29, 1999. Obligors agree that
         they alone are responsible for the cost of the retention and use of the
         Obligors' Consultant.

                  C. Honigman Miller Schwartz and Cohn, may engage a consultant
         ("NBD's Consultant") to, among other things, assist in reviewing
         certain financial data regarding the Obligors, including Obligors'
         cash flow shortfalls, and the Obligors agree to cooperate fully with
         NBD's Consultant and NBD. Obligors must reimburse NBD or its agents
         for all reasonable costs and fees related to the retention and use of
         NBD's Consultant.

                  D. At the close of business on January 22, 1998 the Obligors
         had a $452,531.33 overdraft on their accounts at NBD. At the close of
         business on January 25, 1999, $409,626 of deposits in the Deposit
         Account were used to pay down the overdraft. The Obligors acknowledge
         that, notwithstanding that NBD has honored overdrafts in the past,
         effective on the close of business on January 25, 1999, neither NBD
         nor any of its affiliates will under any circumstances honor any
         checks or other items presented to NBD or such affiliates for payment
         for which there are insufficient available funds in the Obligors'
         accounts and NBD or such affiliates, as the case may be, will return
         any such items so presented.

                  E. It is anticipated that negotiations will ensue over the
         coming weeks among NBD and the Obligors to address the cash flow
         issues and other issues under the Loan Documents, the basis for going
         forward with the relationship and the various alternatives available
         to the Obligors and NBD. Without any obligation to do so, we each plan
         to discuss these matters in a manner consistent with each of our
         respective mutual interests. NBD and the Obligors each retain the
         right, in their sole discretion, to terminate these discussions at any
         time, with or without cause.

                  F. During the course of our discussions, we may touch upon and
         possibly reach a preliminary understanding on one or more issues prior
         to concluding our negotiations. Notwithstanding this fact, the Obligors
         and NBD agree that no party will be bound by any such agreement on such
         individual issues unless and until an agreement

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         is reached which is reduced to writing and signed by the Obligors and
         NBD.

                  G. The Obligors agree that they will pay the costs and
         expenses, including attorneys' fees, incurred by NBD arising from or
         relating in any way to the Loan Documents, this Eighth Amendment or any
         subsequent negotiations, agreements and disputes. Furthermore, all such
         fees, costs and expenses referred to in this paragraph shall constitute
         a part of each Obligor's obligations owing to NBD and shall be secured
         by all collateral security granted to NBD by any one or more of the
         Obligors.

                  H. If customers, buyers, investors, potential alternative
         financing sources or other parties ask NBD about the current lending
         relationship between NBD and the Obligors, the Obligors agree that NBD
         may refer such inquiries to the Obligors.

                  I. As you know, the discussions and negotiations involve both
         business and legal issues. We strongly encourage you to continue the
         retention of, and consultation with, legal counsel with respect to such
         discussions, the execution of any agreements or any other matter
         relating to the business relationship among NBD and the Obligors.

                  J. Neither the discussions nor anything contained in this
         Eighth Amendment shall be deemed to constitute a waiver of or shall
         waive any defaults that may exist as of the date hereof or any other
         defaults which may arise after the date hereof or any of NBD's rights
         or remedies provided in its agreements with the Obligors, including,
         without limitation, all such rights and remedies under the Loan
         Documents (including, but not limited to any guaranties or
         subordination agreements) or the rights and remedies provided by law.
         All such rights and remedies are preserved and remain in full force and
         effect. Without limiting the generality of the foregoing, NBD
         explicitly reserves its right to enforce its rights and remedies under
         the Loan Documents and applicable law in connection with any defaults
         at any time without further notice. Furthermore, to the extent NBD
         makes discretionary advances, such advances shall not create a right or
         expectation that further or additional advances will be made or that
         other financial accommodations will be forthcoming.

                  K. By January 29, 1999, NBD and the Obligors agree to meet to
         discuss and attempt to agree on amending and setting financial
         covenants through the latest maturity date of any of the Loans. If for
         any reason NBD and the Obligors are unable to agree on the amended and
         reset financial covenants by January 29, 1999, then such event
         constitutes an Event of Default under all of the Loan Documents for
         which there is no cure period. The foregoing provision amends any prior
         provisions in the Loan Documents dealing with this issue, and waives
         any Event of Default created by the failure to agree on amended and
         reset financial covenants by January 15, 1999.

                  L. From and after the date of this Eighth Amendment,
         references in the Loan 


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         Documents (i) to the "Loan Agreement" are to be treated as referring to
         the Loan Agreement as amended by this Eighth Amendment; and (ii) to
         "obligations" and "Obligations" are to be treated as referring to all
         indebtedness and obligations referred to in this Eighth Amendment.

                  M. Prior to or simultaneously with execution and delivery of
         this Eighth Amendment, Obligors must cause to be executed and delivered
         to Bank such financing statements, resolutions and other agreements
         that Bank may require to effectuate the transactions contemplated by
         this Eighth Amendment. Obligors must pay all costs and expenses
         (including attorneys' fees) incurred by Bank in connection with this
         Eighth Amendment.

                  N. Obligors expressly acknowledge and agree that all
         collateral security and security interests, liens, pledges, guaranties,
         and mortgages heretofore or hereafter granted Bank including, without
         limitation, such collateral, security interests, liens, pledges, and
         mortgages granted under the Loan Documents, extend to and cover all of
         each Obligor's Obligations to Bank, now existing or hereafter arising
         including, without limitation, those arising in connection with this
         Eighth Amendment and under all guaranty agreements now or in the future
         given by one or more of the Obligors in Bank's favor, upon the terms
         set forth in such agreements, all of which security interests, liens,
         pledges, and mortgages are ratified, reaffirmed, confirmed and
         approved.

                  O. Obligors represent and warrant to NBD that:

                     (1) The execution, delivery and performance of this
                  Eighth Amendment by the Obligors and all agreements and
                  documents delivered by Obligors in connection with this Eighth
                  Amendment have been duly authorized by all necessary corporate
                  or other organizational action and does not and will not
                  require any consent or approval of its stockholders or
                  members, violate any provision of any law, rule, regulation,
                  order, writ, judgment, injunction, decree, determination or
                  award presently in effect having applicability to it or of its
                  articles of incorporation, articles of organization, or
                  bylaws, or result in a breach of or constitute a default under
                  any indenture or loan or credit agreement or any other
                  agreement, lease or instrument to which any Obligor is a party
                  or by which it or its properties may be bound or affected.

                     (2) No authorization, consent, approval, license,
                  exemption of or filing a registration with any court or
                  governmental department, commission, board, bureau, agency or
                  instrumentality, domestic or foreign, is or will be necessary
                  to the valid execution, delivery or performance by Obligors of
                  this Eighth Amendment and all agreements and documents
                  delivered in connection with this Eighth Amendment.


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                     (3) This Eighth Amendment and all agreements and
                  documents delivered by Obligors in connection with this Eighth
                  Amendment are the legal, valid and binding obligations of
                  Obligors enforceable against each of them in accordance with
                  the terms thereof.

                  P. The terms and provisions of this Eighth Amendment amend,
         add to and constitute a part of the Loan Agreement. Except as expressly
         modified and amended by the terms of this Eighth Amendment, all of the
         other terms and conditions of the Loan Agreement and the other Loan
         Documents (including all guaranties, which, without limitation, extend
         to and cover the Obligations arising in connection with the Lease
         Transactions and the Lease Documents) remain in full force and effect
         and are hereby ratified, reaffirmed, confirmed, and approved.

                  Q. If there is an express conflict between the terms of this
         Eighth Amendment to Loan Agreement and the terms of the Loan Agreement
         or the other Loan Documents, the terms of this Eighth Amendment govern
         and control.

                  R. This Eighth Amendment may be executed in any number of
         counterparts with the same effect as if all signatories had signed the
         same document. All counterparts must be construed together to
         constitute one instrument.

                  S. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT
         BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
         CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

                  T. There are no promises or inducements which have been made
         to any signatory hereto to cause such signatory to enter into this
         Eighth Amendment other than those which are set forth in this Eighth
         Amendment.

                  U. RELEASE. AS OF THE DATE HEREOF EACH OBLIGOR REPRESENTS AND
         WARRANTS THAT IT IS UNAWARE OF, AND POSSESSES, NO CLAIMS OR CAUSES OF
         ACTION AGAINST NBD. NOTWITHSTANDING THIS REPRESENTATION AND AS FURTHER
         CONSIDERATION FOR THE AGREEMENTS AND UNDERSTANDINGS HEREIN, EACH
         OBLIGOR INDIVIDUALLY, JOINTLY, SEVERALLY, AND JOINTLY AND SEVERALLY,
         EACH OF THEIR EMPLOYEES, AGENTS, EXECUTORS (TO THE EXTENT PERMITTED BY
         APPLICABLE LAW WITH RESPECT TO EMPLOYEES, AGENTS, AND EXECUTORS),
         SUCCESSORS AND ASSIGNS HEREBY RELEASE NBD, ITS OFFICERS, DIRECTORS,
         EMPLOYEES, AGENTS, ATTORNEYS, AFFILIATES, SUBSIDIARIES, 



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         SUCCESSORS AND ASSIGNS FROM ANY LIABILITY, CLAIM, RIGHT OR CAUSE OF
         ACTION WHICH NOW EXISTS, OR HEREAFTER ARISES, WHETHER KNOWN OR UNKNOWN,
         ARISING FROM OR IN ANY WAY RELATED TO FACTS IN EXISTENCE AS OF THE DATE
         HEREOF. BY WAY OF EXAMPLE AND NOT LIMITATION, THE FORGOING INCLUDES ANY
         CLAIMS IN ANY WAY RELATED TO ACTIONS TAKEN OR OMITTED TO BE TAKEN BY
         NBD UNDER THE LOAN DOCUMENTS, AND THE BUSINESS RELATIONSHIP WITH NBD.

                  V. WAIVER OF JURY TRIAL AND ACKNOWLEDGMENT. THE PARTIES HERETO
         ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT,
         BUT THAT THIS RIGHT MAY BE WAIVED. NBD AND OBLIGORS EACH HEREBY
         KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL RIGHTS TO A
         TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS
         AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENTS BETWEEN ANY OF
         THE PARTIES. NO PARTY SHALL BE DEEMED TO HAVE RELINQUISHED THE BENEFIT
         OF THIS WAIVER OF JURY TRIAL UNLESS SUCH RELINQUISHMENT IS IN A WRITTEN
         INSTRUMENT SIGNED BY THE PARTY TO WHICH SUCH RELINQUISHMENT WILL BE
         CHARGED.


NBD BANK


By: /s/ Timothy D. Hanchett                                         
   -------------------------------------------------
         Timothy D. Hanchett
         First Vice President


UNIVERSAL STANDARD
HEALTHCARE, INC.


By: Alan S. Ker                                        
   -------------------------------------------------
         Alan S. Ker
         Vice President Finance and Treasurer


UNIVERSAL STANDARD HEALTHCARE
OF MICHIGAN, INC.


By: Alan S. Ker                                        
   -------------------------------------------------
         Alan S. Ker, Treasurer


UNIVERSAL STANDARD HEALTHCARE
OF OHIO, INC.


By: Alan S. Ker                                        
   -------------------------------------------------
         Alan S. Ker, Treasurer


UNIVERSAL STANDARD HEALTHCARE
OF DELAWARE, INC.


By: Alan S. Ker                                        
   -------------------------------------------------
         Alan S. Ker, Treasurer


A/R CREDIT, INC.


By: Alan S. Ker                                        
   -------------------------------------------------
         Alan S. Ker, Treasurer


UNIVERSAL STANDARD HEALTHCARE
OF FLORIDA, INC.


By: Alan S. Ker                                        
   -------------------------------------------------
         Alan S. Ker, Treasurer