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                                                                  EXHIBIT 4.7(e)


         THIRD AMENDMENT TO REVOLVING CREDIT AND LOAN AGREEMENT


         THIS THIRD AMENDMENT TO REVOLVING CREDIT AND LOAN AGREEMENT (this
"Third Amendment to Loan Agreement" or this "Third Amendment") is entered into
on February 2nd, 1998 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"); 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 Third Amendment to Loan Agreement is based on the following recitals
("Recitals"), which are incorporated into and made a part of this Third
Amendment:

                  1. USML, Delaware Managed Care, Ohio Managed Care, Michigan
         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, and by a Second Amendment to Revolving Credit and Loan Agreement
         dated November 30, 1997 (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 Third Amendment have the same meanings given to
         those terms in the Loan Documents.

                  2. Recently, a $813,074.66 judgment was entered against USML
         in the so-called "Fawzi and Mary Shaya vs. Universal Standard Medical
         Laboratories, Inc." litigation (the "Shaya Judgment"). The Obligors
         have advised NBD that they believe that USML will prevail in an appeal
         of the Shaya Judgment. In order to obtain a bond to appeal the Shaya
         Judgment, the Obligors have requested that NBD issue a standby letter
         credit.

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



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                                    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 definition of "Borrowing Base" in Section 1.1 of the
         Loan Agreement is amended in its entirety to read as follows:

                  "Borrowing Base" means as of the date of determination, the
                  sum of (1) the following applicable percentage of Qualified
                  Accounts, multiplied by, a person's Qualified Accounts
                  reported in a Collateral Activity Report delivered in
                  accordance with Section 6.4(b), plus, (2) the following
                  applicable percentage of Qualified Inventory, multiplied by, a
                  person's Qualified Inventory reported on a Collateral Activity
                  Report delivered in accordance with Section 6.4(b), plus, (3)
                  the following applicable percentage of Qualified Equipment,
                  multiplied by, a person's Qualified Equipment reported in a
                  Collateral Activity Report delivered in accordance with
                  Section 6.4(b), plus, (4) the following applicable percentage
                  of Qualified Edit Accounts, multiplied by, a person's
                  Qualified Edit Accounts reported on a Collateral Activity
                  Report delivered in accordance with Section 6.4(b), plus, (5)
                  the Applicable Amount, minus, (6) 100% of the face amount of
                  the Litigation Letter of Credit and 100% of all unreimbursed
                  draws in connection with the Litigation Letter of Credit:

                  Qualified Accounts                          up to 80%

                  Qualified Inventory                         up to 50%

                  Qualified Equipment                         up to 80%

                  Qualified Edit Accounts                     up to 80%

         Notwithstanding anything to the contrary contained in this Agreement
(a) Advances under the Line of Credit Loan against Qualified Inventory may not
exceed $500,000 at any time and (b) Advances under the Line of Credit Loan
against Qualified Edit Accounts may not exceed $1,000,000 at any time. All
Qualified Accounts and Qualified Edit Accounts reported in the Borrowing Base
must be net of reserves for contractual reimbursement levels and bad debt
expense, and these reserves must be satisfactory to NBD in its Reasonable Credit
Judgment. "Applicable Amount" means $0 unless the Litigation Letter of Credit
has been issued, in which case it means the amount determined from the following
table:



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                                                                 Applicable
                  Time Period                                      Amount
                  -----------                                      ------

         Date on which Litigation Letter of Credit
         is issued to April 29, 1998                              $600,000

         April 30, 1998 to May 30, 1998                           $350,000

         May 31, 1998 and thereafter                              $ -0-


                  B. The definition of "Loan Documents" in Section 1.1 of the
         Loan Agreement is amended in its entirety to read as follows:

                  "Loan Documents" means this Agreement, the Notes, the Lease
                  Documents, the Litigation Letter of Credit Documents, the
                  documents and agreements delivered to the Bank in accordance
                  with the Articles II and III of this Agreement, and all other
                  agreements and documents or instruments now or hereafter
                  executed by or on behalf of any one or more of the Obligors
                  and delivered to Bank."

                  C. Section 2.1 of the Loan Agreement is amended to add the
         following: "NBD, in its sole discretion, agrees to issue a standby
         letter of credit for a Borrower's account subject to all of the terms
         and conditions of this Agreement and on the following terms and
         conditions:

                  (a) NBD agrees, in its sole discretion, to issue for USML's
         account a standby letter of credit for the sole purpose of bonding the
         Shaya Judgment in the face amount of $1,016,343.32 (together with all
         replacements thereof and amendments thereto, the "Litigation Letter of
         Credit").

                  (b) The Litigation Letter of Credit must have an expiry date
         of not later than one year from the date of issuance, but may contain a
         usual and customary provision providing for automatic one year
         extensions unless NBD gives 60 days prior written notice that it will
         not extend the expiry date.


                  (c) USML must execute NBD's standard documentation relating to
         the issuance of standby letters of credit (for convenience, such
         documentation, together with all other documentation related to the
         Litigation Letters of Credit, as may be amended or restated from time
         to time, is referred to collectively as the "Litigation Letter of
         Credit Documents" and individually as a "Litigation Letter of Credit
         Document").




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                  (d) USML must (i) pay to NBD on any date on which NBD pays a
         draft presented under a Litigation Letter of Credit, a sum equal to the
         amount so paid plus a disbursement fee of $200 plus any and all
         expenses that NBD may pay or incur relative to the Litigation Letter of
         Credit, and (ii) immediately pay to NBD any and all expenses incurred
         by NBD in enforcing or protecting any rights under this Agreement or
         any of the Litigation Letter of Credit Documents or the other Loan
         Documents. If USML fails to make any payment due NBD under this
         Agreement or the Litigation Letter of Credit Documents, NBD may charge
         any Borrower's account for such amount.

                  (e) All of USML's present and future Obligations to NBD under
         the Litigation Letter of Credit Documents are secured by all collateral
         security (including the Collateral) heretofore, simultaneously
         herewith, or hereafter granted to NBD by each Obligor or any other
         party for the purpose of securing any of any Obligor's present or
         future Obligations to NBD.

                  (f) The Litigation Letter of Credit will accrue a commission
         at the per annum rate of 1.50 percent per annum of the face amount of
         the Litigation Letter of Credit, payable annually and in advance at the
         time of issuance or extension, in addition, USML must also pay all
         other usual and customary fees charged by NBD in connection with
         issuance of standby letters of credit.

                  (g) For purposes of calculating the Line Limit and Borrower
         Base, the full face amount of the Litigation Letter of Credit is
         treated as an outstanding principal advance under the Line of Credit."

                  D.     Subsections 6.1A through D are amended in their
         entirety to read as follows:

                  "A.    Consolidated  Current  Ratio.  Maintain at all times
                  a  Consolidated Current  Ratio of not less than (i) 1.20 to
                  1 from  December  31, 1997  through June 29, 1998, and (ii)
                  1.25 to 1 on and after June 30, 1998.

                  B.     Consolidated Funded Debt Ratio. Maintain at all times a
                  Consolidated Funded Debt Ratio of not greater than (i) .75 to
                  1 from December 31, 1997 through September 29, 1998, (ii) .70
                  to 1 for the period from September 30, 1998 through December
                  30, 1998, and (iii) .65 to 1 on and after December 31, 1998.

                  C.     Consolidated Debt Service Coverage Ratio. Maintain a
                  Consolidated Debt Service Coverage Ratio of not less than (i)
                  1.10 to 1 for periods ending between December 31, 1997 and
                  June 29, 1998, and (ii) 1.25 to 1 for the period ended June
                  30, 1998 and periods thereafter. This financial covenant will
                  be measured as of


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                  the last day of each fiscal quarter of the Obligors on a
                  trailing four quarter basis.

                  D. Consolidated Leverage Ratio. Maintain at all times a
                  Consolidated Leverage Ratio of not greater than (i) 6.75 to 1
                  for the period from December 31, 1997 through March 30, 1998;
                  (ii) 5.25 to 1 for the period from March 31, 1998 through June
                  29, 1998; (iii) 4 to 1 for the period from June 30, 1998
                  through December 30, 1998; and (iv) 3 to 1 on and after
                  December 31, 1998."

                  E. Simultaneously with the execution of this Third Amendment,
         USML must pay NBD a $5,000 amendment fee, which is in addition to all
         other fees and interest due NBD. This amendment fee is fully earned by
         NBD upon execution of the Third Amendment.

                  F. The definition of "Obligations" in Section 1.1 of the Loan
         Agreement is amended to provide that in addition to the obligations
         described therein, the term "Obligations" also includes all present and
         future obligations arising under or in connection with the Litigation
         Letter of Credit Documents. References in the Loan Documents to the
         "Lease Transactions" are to be treated as referring to an approximate
         $705,000 series of lease transactions.

                  G. Any Event of Default under the Loan Documents is also a
         default under each of the Litigation Letter of Credit Documents.

                  H. Prior to or simultaneously with execution and delivery of
         this Third 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 Third Amendment. Obligors must pay all costs and expenses
         (including attorneys' fees) incurred by Bank in connection with this
         Third Amendment.

                  I. 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
         Third Amendment (including the Lease Transactions and the Lease
         Documents) 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.




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                  J. From and after the date of this Third Amendment, references
         in the Loan Documents to the Loan Agreement are to be treated as
         referring to the Loan Agreement as amended by this Third Amendment.

                  K. Obligors represent and warrant to the NBD that:

                           (1) (a) The execution, delivery and performance of
                  this Third Amendment by the Obligors and all agreements and
                  documents delivered by Obligors in connection with this Third
                  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.

                                    (b) 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 Third Amendment and all agreements and
                  documents delivered in connection with this Third Amendment.

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

                           (2) After giving effect to the amendments contained
                  in this Third Amendment, all of the representations and
                  warranties contained in the Loan Documents are true and
                  correct on and as of the date hereof with the same force and
                  effect as if made on and as of the date hereof.

                           (3) Obligors's financial statements furnished to the
                  NBD, fairly present Obligors's financial condition as at such
                  dates and the results of Obligors's operations for the periods
                  indicated, all in accordance with generally accepted
                  accounting principles applied on a consistent basis, and since
                  the date of the last such financial statement there has been
                  no material adverse change in such financial condition.



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                           (4) No Default or Event of Default has occurred and
                  is continuing or will exist on the date of this Third
                  Amendment under the Loan Agreement or any of the other Loan
                  Documents.

                  L. The terms and provisions of this Third Amendment amend, add
         to and constitute a part of the Loan Agreement. Except as expressly
         modified and amended by the terms of this Third 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.

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

                  N. This Third 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.

                  O. 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/ Robert B. Greene
   -------------------------------
         Robert B. Greene
         First Vice President

[Signatures continued on following page]



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[Signature continued from preceding page]


UNIVERSAL STANDARD
HEALTHCARE, INC.


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


UNIVERSAL STANDARD HEALTHCARE
OF MICHIGAN, INC.


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


UNIVERSAL STANDARD HEALTHCARE
OF OHIO, INC.


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


UNIVERSAL STANDARD HEALTHCARE
OF DELAWARE, INC.


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


A/R CREDIT, INC.


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


[Signatures continued on following page]



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[Signature continued from preceding page]


T.P.A., INC.


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





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