EXHIBIT 10.1


                                CLOSING AGREEMENT


     THIS CLOSING  AGREEMENT  ("Agreement") is dated as of June 16, 2003, by and
among LIFETIME HEALTHCARE SERVICES,  INC., a Delaware corporation  ("Lifetime"),
REDWOOD   INVESTMENTS   ASSOCIATES,   L.P.,  a  Delaware   limited   partnership
("Redwood"),  the  stockholders  of  Lifetime  listed on  Schedule A hereto (the
"Stockholders"),  DR. JONATHAN  LANDOW,  M.D., an individual with offices at Two
Jericho Plaza - Wing B, Jericho, New York 11753 ("Dr. Landow"),  AMERICAN UNITED
GLOBAL, INC., a Delaware corporation ("AUGI"),  TRACY LANDOW, an individual with
office at Two Jericho Plaza - Wing B, Jericho, New York 11753 ("T. Landow"), THE
RUBIN  FAMILY  IRREVOCABLE  STOCK  TRUST  (the  "Trust"),  and  ROBERT M.  RUBIN
("Rubin").

     WHEREAS, as of the date hereof,  Lifetime has acquired all of the shares of
capital stock of NEW YORK MEDICAL, INC., a Delaware corporation ("NYMI"),  owned
by Redwood (the "Acquisition") pursuant to that certain Stock Purchase Agreement
by and among Lifetime,  Redwood and NYMI, dated as of March 21, 2003, as amended
as of June 16, 2003 (the "Purchase Agreement");

     WHEREAS, the Stockholders own that number of shares of common stock, no par
value per share,  of Lifetime (the  "Lifetime  Common  Stock"),  as set forth on
Schedule A hereto;

     WHEREAS,  the  Trust  is  currently  the  record  and  beneficial  owner of
approximately 77.6% of the outstanding shares of the common stock of AUGI, $0.01
par value per share ("AUGI Common Stock"), and following consummation of a stock
dividend to current AUGI  stockholders  and the "AUGI Merger"  (defined  below),
will own of record and  beneficially  the  approximate  number and percentage of
outstanding AUGI Common Stock as set forth on Schedule B hereto;

     WHEREAS, Rubin is the President and Chief Executive Officer of AUGI;

     WHEREAS,  T.  Landow is the holder and payee under the Landow Note (as that
term is defined in the Purchase Agreement);

     WHEREAS,   immediately  following  the  consummation  of  the  transactions
contemplated by the Purchase Agreement, the Stockholders are causing Lifetime to
be  merged  with a  wholly-owned  acquisition  subsidiary  of  AUGI  (the  "AUGI
Merger");  as a result of which AUGI Merger,  (a) the Stockholders shall receive
shares of capital stock of AUGI  entitling  them to vote the equivalent of up to
an aggregate of 4,417,461 shares of AUGI Common Stock, and (b) Lifetime,  as the
surviving corporation of the AUGI Merger, will become a wholly-owned  subsidiary
of  AUGI  and  AUGI  shall  be  the  indirect  beneficial  owner  of  55% of the
outstanding capital stock of NYMI; and

     WHEREAS,  Lifetime,  the Stockholders,  AUGI, Redwood, the Trust, Rubin and
Dr.  Landow  deem it to be in their  respective  best  interests  to provide for
certain  provisions  governing the control and  operation of AUGI,  Lifetime and
NYMI for an interim period.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and intending to be
legally bound hereby, the parties hereto agree as follows:

     1. Defined Terms.  Capitalized  terms used herein and not otherwise defined
     herein shall have the meanings assigned thereto by the Purchase  Agreement.
     As used in this Agreement,  the term "Settlement  Date" shall mean the date
     on which  the last of the  following  events  (collectively,  the  "Payment
     Events") shall have taken place:

               (a) the  satisfaction of all obligations of NYMI under the Landow
          Note; and

               (b) the unpaid principal  amount of the original  $5,500,000 Note
          issued  pursuant  to Section  1.2 of the  Purchase  Agreement  (giving
          effect to all conversions of principal thereunder) shall be $3,500,000
          or less.

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     2. Boards of  Directors.  Commencing  on the Closing Date and ending on the
     Settlement Date:

               (a) Redwood  shall have the right to nominate and have elected to
          the board of directors  of each of Lifetime and NYMI (the  "Subsidiary
          Boards"), a total of two (2) directors (the "Redwood Directors");

               (b) The entire  Subsidiary  Boards shall  consist of no more than
          three  (3)  directors,  of  which  one  (1)  director  (the  "Minority
          Director")  shall be Rubin or such other person as shall be designated
          by a majority  of the  entire  board of  directors  of AUGI (the "AUGI
          Board");

               (c) The AUGI Board shall  consist of a total of five (5) persons,
          of which two (2)  directors  shall be the Redwood  Directors  (or such
          other persons acceptable to Redwood), two (2) directors shall be Rubin
          and one other person  acceptable  to Rubin,  and the remaining one (1)
          member of the AUGI  Board  shall  consist of an  independent  director
          (within the meaning of the  Sarbanes-Oxley  Act of 2002 (the "SOX") as
          applicable to the member of AUGI's audit committee pursuant to Section
          301 thereunder) who shall be a person mutually acceptable to Rubin and
          Redwood (the "Independent Director"); and

               (d) At any time at which (i) the Stockholders and the Trust shall
          have the right to vote in the  election  of members of the AUGI Board,
          and (ii) AUGI shall have the right to vote in the  election of members
          of the Subsidiary  Boards,  respectively,  each of AUGI, the Trust and
          the Stockholders agree to vote all of the capital stock of AUGI and/or
          Lifetime  it or they  own in  favor  of the  election  of the  Redwood
          Directors  to the  Subsidiary  Boards  and  the  AUGI  Board,  and the
          election  of  the   Independent   Director  to  the  AUGI  Board,   as
          contemplated hereby.

     3. Actions by the Subsidiary Boards and the AUGI Board.

               (a) The  Subsidiary  Boards.  Redwood agrees to, and to cause its
          affiliates  and the Redwood  Directors  to, only take those actions as
          members  of the  Subsidiary  Boards in  conducting  the  business  and
          operations of Lifetime and its  subsidiaries  (including  NYMI) as are
          provided for in this Agreement or in accordance  with their  fiduciary
          duties as directors, except that:

                    (i) payments to Redwood,  Dr. Landow,  Tracy Landow or their
               respective  affiliates,  associates or related parties shall only
               be made in  accordance  with this  Agreement  and the  respective
               terms of the Purchase  Agreement,  the Note,  the Landow Note and
               the  Employment   Agreement   (collectively,   the   "Transaction
               Documents"), as such terms may be expressly modified by the terms
               of this  Agreement,  and any amendments to any of the Transaction
               Documents shall require the approval of the Minority  Director of
               the  Subsidiary  Boards,  and any such  amendment not so approved
               shall be null and void ab initio;

                    (ii) except as otherwise  prohibited by applicable  law, the
               Minority  Director shall have the right to review and approve any
               amendments  or   modifications  to  the  terms  of  the  existing
               management   agreements   among  NYMI  and  any  or  all  of  the
               professional    corporations   being   managed   by   NYMI   (the
               "Professional   Corporations"),   and  any  such   amendment   or
               modification not so approved shall be null and void ab initio;

                    (iii)  neither  Lifetime nor NYMI shall make payments on the
               Landow  Note or any  other  notes or other  debt  instruments  of
               Lifetime,  NYMI or any of  their  subsidiaries  that  are held by
               Redwood,  Dr.  Landow,  Tracy  Landow or any of their  respective
               affiliates,  associates or related parties,  unless such payments
               (A) are made in  accordance  with the terms of such notes or debt
               instruments  and this  Agreement,  and (B) would not  violate the
               terms and  conditions  (with or without  notice or the passage of
               time) of any  other  debt  obligations  of  Lifetime,  NYMI,  the
               Professional    Corporations   or   any   of   their   respective
               subsidiaries,  including  Senior  Indebtedness (as defined in the
               Note); and

                    (iv) the Subsidiary Boards shall not, without the consent of
               the Minority  Director,  cause or permit NYMI to engage in any of
               the activities or consummate any of the transactions  which would
               otherwise be prohibited under Section 3(b)(ii) of this Agreement.



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               (b) The AUGI Board.

                    (i)  Affirmative  Covenants.  Until  such time as all of the
               Payment  Events  shall have  occurred,  AUGI hereby  agrees,  the
               Stockholders  and the Trust severally  agree, in their capacities
               as  stockholders  of AUGI,  and Rubin agrees,  in his capacity as
               Chief Executive Officer and a director of AUGI:

                         (A) to cause  the AUGI  Board  not to take any  actions
                    which,  in any  way,  would  contravene,  amend,  modify  or
                    overrule any of the actions taken by the  Subsidiary  Boards
                    in accordance with this Agreement,  or otherwise  contravene
                    or violate any of the provisions of this Agreement or any of
                    the Transaction Documents; and

                         (B) to cause the AUGI Board to concentrate  its primary
                    efforts toward securing, on or before the dates set forth in
                    clauses  (x) and  (y) of  Section  4(a)  of this  Agreement,
                    additional  debt and/or equity  financing for AUGI, and upon
                    securing such  financing to (A) first,  make payments  under
                    the  Landow  Note and then  under  the Note to  satisfy  the
                    Payment Events on a timely basis, as provided in clauses (x)
                    and (y) of Section 4(a) of this  Agreement , (B) second,  if
                    and to the extent required, to refinance Senior Indebtedness
                    (as  defined in the  Note),  and (C)  third,  to  consummate
                    additional  acquisitions acceptable to the Redwood Directors
                    on the AUGI Board; provided, that no additional acquisitions
                    shall be  consummated  unless and until either prior thereto
                    or simultaneous therewith,  all of the Payments Events shall
                    have occurred.


                    (ii)  Negative  Covenants.  Until  such time as the  Payment
               Events  shall  have  occurred,   AUGI  hereby  agrees,   and  the
               Stockholders  and the Trust severally  agree, in their capacities
               as  stockholders  of AUGI, that without the prior written consent
               of Dr.  Landow,  AUGI shall not, nor shall it permit or otherwise
               cause Lifetime or NYMI to, engage in or otherwise  consummate any
               of the following:


                         (A)  the  incurrence  of  any  indebtedness  for  money
                    borrowed or  mortgages,  liens or security  interests on the
                    assets and properties of NYMI or any of its  subsidiaries in
                    excess of the maximum amounts of  indebtedness  which may be
                    borrowed  under any  existing  credit or similar  agreements
                    evidencing  Senior  Indebtedness  of  NYMI  or  any  of  its
                    subsidiaries,  and secured by mortgages,  liens and security
                    interests  currently securing Senior Indebtedness of NYMI or
                    any of its subsidiaries;  provided,  however,  that prior to
                    the  full  satisfaction  of the  Payment  Events,  NYMI  may
                    refinance  its  outstanding   Senior   Indebtedness  to  DVI
                    Business Credit Corp. on terms and conditions  acceptable to
                    both the AUGI Board and the Subsidiary Boards;

                         (B) except as  otherwise  provided in Section 4 of this
                    Agreement, a sale of any assets or properties of NYMI or any
                    of its  subsidiaries  (other than the sale of inventories in
                    the ordinary course of their businesses), or the sale of any
                    of the outstanding shares of capital stock of NYMI or any of
                    its subsidiaries, to any person, firm or corporation;

                         (C) the  issuance of any  additional  shares of capital
                    stock of NYMI or any of its subsidiaries,  or any options or
                    warrants to purchase  shares of capital stock of NYMI or any
                    of its subsidiaries;

                         (D) except for its  acquisition of the remaining 45% of
                    the NYMI capital stock owned by The New York  Medical,  Inc.
                    Employee Stock  Ownership  Plan and Trust (the "ESOP"),  the
                    acquisition  by  AUGI,  Lifetime,   NYMI  or  any  of  their
                    subsidiaries,  whether by stock  purchase,  asset  purchase,
                    merger, joint venture,  consolidation or like combination of
                    the securities,  assets or businesses of any person, firm or
                    corporation (an "Acquisition");

                         (E) except for (x) the Senior Indebtedness  outstanding
                    as at the date of this Agreement (or the  refinancing of any
                    such  Senior  Indebtedness),   or  (y)  up  to  $250,000  of
                    indebtedness  in the  aggregate for the purchase or lease of
                    office  or  medical  equipment,  causing  NYMI or any of its
                    subsidiaries to incur any indebtedness for borrowed money or
                    capitalized lease transactions;



<PAGE>


                         (F) altering or terminating in any material respect the
                    basic  business  of  NYMI,  Lifetime,  AUGI  or  any  of its
                    subsidiaries;

                         (G) except for (x) the payment of  compensation  to Dr.
                    Landow  in  accordance  with  the  terms  of his  Employment
                    Agreement, and (y) the payment of compensation to (1) Robert
                    M. Rubin under the terms of the  existing  Rubin  employment
                    agreement  with AUGI,  (2)  Kenneth  Orr (or his  affiliate)
                    under  the  terms of the  amended  and  restated  consulting
                    agreement, dated of even date herewith between AUGI and such
                    affiliate  of Kenneth  Orr,  and (3)  Robert  DePalo (or his
                    affiliate)  under  the  terms of the  amended  and  restated
                    finders agreement,  dated of even date herewith between AUGI
                    and such affiliate of Robert DePalo (all of which agreements
                    have been fully  disclosed to and approved by Dr. Landow and
                    the  AUGI  Board of  Directors),  paying  any  compensation,
                    bonuses  or  other   remuneration  or  benefits  from  AUGI,
                    Lifetime,  NYMI or any of their  respective  subsidiaries to
                    any officer,  director or stockholder of AUGI, including the
                    Stockholders,   Rubin  and  the  Trust,   or  any  of  their
                    affiliates;

                         (H)  paying or  issuing  any  finders  fees'  brokerage
                    commissions,  placement fees, stock bonuses or stock options
                    (collectively, "Placement Compensation"), whether in AUGI or
                    any  subsidiary  of AUGI,  directly  or  indirectly  (to the
                    extent  known  by  AUGI  after  reasonable  inquiry)  to any
                    officer,  director or stockholder of AUGI,  including Rubin,
                    the Stockholders and the Trust, or any of their  affiliates,
                    in  connection  with any  debt  and/or  equity  financing(s)
                    obtained by AUGI; except that Placement  Compensation may be
                    paid to the  Stockholders or affiliates of the  Stockholders
                    (including  Robert  DePalo) to the extent (x)  permitted  by
                    applicable  securities  laws,  (y)  related  directly to the
                    raising of additional  capital for AUGI and its subsidiaries
                    for the purposes  contemplated by Section 3(b)(i)(B) of this
                    Agreement,  and (z) consistent  with  traditional  levels of
                    "underwriters'  or  placement  agent   compensation"  or  as
                    otherwise  permitted  by the NASD for  similar  debt  and/or
                    equity financings;

                         (I) entering into any related party  transactions  with
                    any of the  officers,  directors  or  stockholders  of AUGI,
                    Lifetime or NYMI,  including Rubin, the Stockholders and the
                    Trust,  or any of  their  affiliates,  which  would  require
                    disclosure  in a  prospectus  filed under Form S-1 under the
                    Securities Act of 1933, as amended,  other than transactions
                    pursuant  to  existing   management   agreements   with  the
                    Professional   Corporations  or  amounts   incurred  in  the
                    ordinary course of business except where prohibited by SOX;

                         (J)  except for the  purchase  of and  declaration  and
                    payment of dividends  on the capital  stock of NYMI owned by
                    the ESOP,  declaring,  setting  aside,  making or paying any
                    dividend  or other  distribution  in respect of the  capital
                    stock of NYMI, or consummating the repurchase, redemption or
                    other acquisition of any outstanding shares of capital stock
                    of NYMI or any of its subsidiaries;

                         (K) making any inter-company loan or other advance from
                    NYMI to  Lifetime,  AUGI  or any of  their  subsidiaries  or
                    affiliates,  other than  transactions  pursuant  to existing
                    management agreements with the Professional Corporations;

                         (L) effecting any  recapitalization,  reclassification,
                    equity split or like change in the current capitalization of
                    NYMI or any of its subsidiaries;

                         (M)  amending  the  certificate  of   incorporation  or
                    organizational  documents  of  NYMI,  AUGI  or  any  of  its
                    subsidiaries; or

                         (N) taking any other actions  which,  in any way, would
                    contravene,  amend,  modify or  overrule  any of the actions
                    taken  by  the  AUGI  Board  and/or   Subsidiary  Boards  in
                    accordance with the terms of this Agreement.



<PAGE>



     4. Right to Sale of NYMI.

               (a) If (x) by October 17, 2003,  the unpaid  principal  amount of
          the Landow Note is in excess of $1,000,000  (plus any amount  deferred
          in accordance with Section 8 hereof), or (y) by March 22, 2004, all of
          the Payment  Events shall not have  occurred,  then a "Default  Event"
          under this Agreement shall be deemed to have occurred.  Subject to the
          conditions  set  forth  below,  if either  Default  Event  shall  have
          occurred and is  continuing,  upon the written  request of Dr.  Landow
          given at any time within  thirty (30) days after the first  occurrence
          of such Default Event, the AUGI Board and the Subsidiary  Boards shall
          engage the services of an investment  banker  acceptable to Dr. Landow
          to  sell  either  (i) all of the  securities  of NYMI  then  owned  by
          Lifetime  or  AUGI,  or  (ii)  all  or a  portion  of the  assets  and
          liabilities of NYMI (either,  a "Sale of NYMI"),  at the highest price
          then  available  and on such other  terms and  conditions  as shall be
          acceptable  to  Dr.  Landow,  and  shall  take  all  steps  reasonably
          necessary to consummate the Sale of NYMI.

               (b)  Notwithstanding  the foregoing,  a Sale of NYMI shall not be
          consummated  unless all of the  following  conditions  shall have been
          satisfied:

                    (i) such Sale of NYMI is approved by the Subsidiary Boards;

                    (ii) the  Subsidiary  Boards and the AUGI  Board  shall have
               received  a  "fairness  opinion"  from an  independent  financial
               advisor  with  respect to the Sale of NYMI,  to the effect  that,
               based upon the then business,  financial  condition and prospects
               of NYMI and the  Transaction  Documents,  the price  and  payment
               terms of the Sale of NYMI is fair to Lifetime,  AUGI and the AUGI
               stockholders from a financial point of view; and

                    (iii) the Sale of NYMI does not require AUGI,  Lifetime,  or
               any of their  Subsidiaries  or  their  respective  affiliates  or
               successors  to  incur  any  contingent  liability  following  the
               Closing in connection with the Sale of NYMI;  provided,  however,
               if required by any  prospective  purchaser  as a condition to the
               Sale of  NYMI,  AUGI and  Lifetime  shall  make  representations,
               warranties,  covenants  or  agreements  for  the  benefit  of any
               prospective  purchaser in  connection  with the Sale of NYMI that
               are standard and customary for such a transaction  if and only if
               AUGI and  Lifetime  each  receive an  indemnity  from  Redwood or
               another  entity  deemed  creditworthy  by the AUGI  Board and the
               Subsidiary Boards in the exercise of their good faith judgment.

               (c) The  proceeds  from any Sale of NYMI  shall be applied in the
          following order of priority:

                    (i) first to pay all  out-of-pocket  costs  (other  than the
               fairness opinion  described in Section 4(b)(i) above)  associated
               with the Sale of NYMI, including  professional fees,  commissions
               and related expenses;

                    (ii) second,  to pay all accrued and unpaid  indebtedness of
               NYMI other than  $1,500,000 of existing  indebtedness to AUGI not
               assumed by the purchaser, if any;

                    (iii) third, to pay all then outstanding  indebtedness  owed
               to the holders of the Landow Note and the Note;

                    (iv)  fourth,  to pay  the  costs  of the  fairness  opinion
               described in Section 4(b)(i) above; and

                    (v) to the extent of any remaining  net  proceeds,  the same
               shall be remitted to AUGI.

     In the event  that the net  proceeds  from the Sale of NYMI  based upon the
above applications,  shall be insufficient to satisfy in full all of the Payment
Events,  any unpaid  amounts  then due to the holders of the Landow Note and the
Note shall remain  obligations  of Lifetime and AUGI and shall be payable to the
holders of the Landow  Note and the Note on a date which shall be the earlier to
occur of (i) six months from the date of  consummation  of the Sale of NYMI,  or
(ii) immediately upon  consummation of any debt or equity  financing(s) for AUGI
subsequent to the date of consummation of the Sale of NYMI.


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     5. Use of Proceeds.  All net proceeds which shall be obtained in connection
with  any  contemplated   debt  and/or  equity   financings  for  AUGI  and  its
subsidiaries  shall be used and applied in the following order of priority:  (i)
first, to make payments under the Landow Note and then under the Note to satisfy
the Payment Events,  (ii) second,  if and to the extent  required,  to refinance
Senior  Indebtedness  (as defined in the Note),  and (iii) third,  to consummate
additional  acquisitions  acceptable to the Redwood Directors on the AUGI Board;
provided,  that no additional acquisitions shall be consummated unless and until
either prior thereto or simultaneous therewith, all of the Payments Events shall
have occurred.

     6. Lock-Up.  In addition to and not in lieu of any other lock-up or related
agreements  contained in the Merger Agreement,  each of the Stockholders and the
Trust agree not to sell, transfer,  hypothecate or assign any shares of Lifetime
Common Stock or AUGI capital  stock  (including  any shares of AUGI Common Stock
into which such shares of AUGI capital stock may be converted) issued to them in
connection  with the AUGI  Merger  or  otherwise,  until the  earlier  until the
earlier  to  occur of (a) May 21,  2004  and (b)  date on which  the last of the
Payment Events occurs.

     7.  Termination.  This Agreement shall terminate and be of no further force
or effect upon the last of the Payment Events to occur.

     8.  Deferral  of Landow  Note.  Notwithstanding  anything  to the  contrary
contained herein, in the event that either (a) DVI Business Credit Corp. ("DVI")
does  not  extend  the due  date of its  existing  lending  facility  (the  "DVI
Facility")  for at least six (6) months from  September  24,  2003,  or (b) NYMI
finds a  replacement  lender  to  replace  DVI and there is a  shortfall  in the
borrowing  base  such  that  the  refinancing  is  for  less  than  the  balance
outstanding  at  September  24,  2003,  T.  Landow  hereby  agrees  to defer the
repayment of the amount of such shortfall up to $500,000 of the Landow Note owed
to T. Landow by AUGI for up to twelve (12) months from the date hereof.

There  shall  be no  deferral  if  DVI  extends  the  DVI  Facility  or  another
asset-based  lender  refinances 100% of the debt due under the DVI Facility.  In
the event of a deferral of a portion of the Landow Note,  such deferred  portion
shall accrue interest,  from the date of such deferral, at an annualized rate of
twelve percent (12%) until satisfied in full.

In consideration of the above deferral by T. Landow, the principal  stockholders
of AUGI shall pledge an amount of AUGI Common Stock equal in market value on the
date of such  deferral  determined by  multiplying  (x) the dollar amount of the
portion of the Landow Note that is deferred  pursuant hereto by (y) two (2). Any
and all decisions as to the choice of a replacement lender and the terms of such
replacement loan shall be made by the AUGI Board.

     9. Amendment.  This Agreement may be amended,  modified and supplemented in
any and all  respects,  but only by a  written  instrument  signed by all of the
parties  hereto  expressly  stating that such  instrument  is intended to amend,
modify or supplement this Agreement.

     10.  Assignment.  This  Agreement is not assignable by any party hereto and
any  purported  assignment  of this  Agreement  shall be null and void and of no
effect.  Notwithstanding  the  foregoing,  AUGI and/or  Lifetime may assign this
Agreement to any successor  entity of which NYMI is a direct or indirect  wholly
owned  subsidiary;  provided,  that such  assignment  will not  relieve  AUGI or
Lifetime from any of its obligations under this Agreement, and any such assignee
shall execute a counterpart  of this  Agreement  pursuant to which such assignee
shall guaranty the  performance of all obligations of all of the parties to this
Agreement.

     11. Governing Law. This Agreement and all rights and obligations  hereunder
shall be governed by and construed in  accordance  with the laws of the State of
New York  applicable to agreements  made and to be performed  wholly within such
State, without regard to such State's conflicts of laws principles.

     12. Guaranty.  Simultaneous  with the AUGI Merger,  AUGI and Lifetime shall
enter into a  guaranty  agreement,  reasonably  acceptable  to  Redwood  and Dr.
Landow,  dated as of the date hereof, with respect to the Transaction  Documents
(the "Guaranty").

     13.  AUGI  Capitalization.  Upon  consummation  of the  AUGI  Merger  and a
dividend of shares of convertible  preferred  stock to the  stockholders of AUGI
immediately  prior  to  consummation  of  such  AUGI  Merger,   the  issued  and
outstanding AUGI capitalization shall be substantially in the form of Schedule B
annexed hereto.

     14. Survival.  The respective rights and obligations of each of the parties
to  this  Agreement,  the  Purchase  Agreement,  the  Guaranty,  and  any  other
Transaction  Documents shall survive the AUGI Merger and any merger of AUGI with
any other entity.

     15. Conflicts.  In the event of any conflicts shall exist between the terms
and  conditions  contained  in  this  Agreement  or in any  of  the  Transaction
Documents, the terms and conditions of this Agreement shall govern.


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     IN WITNESS WHEREOF, the parties have executed this Agreement or caused this
Agreement to be executed by their respective  officers thereunto duly authorized
as of the date first written above.


                           LIFETIME HEALTHCARE SERVICES, INC.


                           By:           /s/Robert DePalo
                          ------------------------------
                                    Name:   Robert De Palo
                                    Title:  President and Secretary

                           REDWOOD INVESTMENTS ASSOCIATES, L.P.


                           By:____________________________________
                                    Name:
                                    Title:

                           NEW YORK MEDICAL, INC.


                           By:____________________________________
                                    Name:
                                    Title:

                           DR. JONATHAN LANDOW, M.D.


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


                           AMERICAN UNITED GLOBAL, INC.


                           By:/s/ Robert M. Rubin
                           ---------------------------------
                                    Name:    Robert M. Rubin
                                    Title:   CEO

                           RUBIN FAMILY IRREVOCABLE STOCK TRUST


                           By:/s/ Robert Schulman
                           ----------------------------------
                                    Name:    Robert Schulman
                                    Title:   Trustee



            /s/ Tracy Landow                  /s/ Robert M. Rubin
            ----------------                  -------------------
            TRACY LANDOW                      ROBERT M. RUBIN


<PAGE>





                          SCHEDULE A
                                   The Stockholders


                             CORICO INC.


                             By:____________________________________
                                      Name:
                                      Title:
                                      Shares of Lifetime:  155


                             JD LAUREN INC.


                             By:____________________________________
                                      Name:
                                      Title:
                                      Shares of Lifetime: 99


                             OLD OAK FUND, INC.


                             By:____________________________________
                                      Name:
                                      Title:
                                      Shares of Lifetime: 13


                             ALLIED INTERNATIONAL FUND INC.


                             By:____________________________________
                                      Name:
                                      Title:
                                      Shares of Lifetime: 214


                             DEPALO FAMILY IRREVOCABLE STOCK TRUST


                             By:____________________________________
                                      Name:
                                      Title:
                                      Shares of Lifetime: 25


<TABLE>
<CAPTION>

                                                              Schedule B

                                         Lifetime      Merger            Dividend         Common          Percentage
Stockholder                               Shares   Preferred Stock   Preferred Stock      Stock           ownership (1)
-----------                               ------   ---------------   ---------------      -----           -------------

<S>                                        <C>        <C>                 <C>         <C>                <C>
Joshua Silverman                             11           4,802             - - -          96,032             0.6 %
Elizabeth Berman                             21           9,167             - - -         183,333            1.15 %
Leo T. Abbe                                  21           9,167             - - -         183,333            1.15 %
Nancy Abbe Trust                             64          27,937             - - -         558,730            3.49 %
Merav Abbe Irrevocable Trust                 43          18,770             - - -         375,397            2.35 %
Scott Cohen                                  54          23,571             - - -         471,429            2.95 %
Corico Inc                                  155          67,659             - - -       1,353,175            8.46 %
JD Lauren Inc.                               99          43,214             - - -         864,286             5.4 %
Saudry LLC                                   21           9,167             - - -         183,333            1.15 %
Old Oak Fund, Inc.                           13           5,675             - - -         113,492            0.71 %
Allied International Fund, Inc.             214          93,413             - - -       1,868,254           11.68 %
DePalo Family Irrevocable Trust              25          10,913             - - -         218,254            1.36 %
Bruce Meyers or designee (2)                321         140,119             - - -       2,802,381           17.52 %
Joseph Catania                                3           1,310             - - -          26,190            0.16 %
K-Krew and Company                            6           2,619             - - -          52,381            0.33 %
                                          -----           -----            -------      ---------           -------

          Lifetime stockholders           1,071         467,500             - - -       9,350,000           58.45 %
                                          -----         -------            -------      ---------           -------

Rubin Trust                               - - -           - - -           180,382       5,157,474 (3)       32.24 %

Public Stockholders                       - - -           - - -            52,118       1,490,153 (4)        9.31 %
                                                                           ------       ---------           -------


          Augi stockholders               - - -           - - -           232,500       6,647,624 (5)       41.56 %
                                                                          -------       ---------           -------

Post-Merger stockholders:                                                              15,997,624              100%
                                                                                       ==========           =======

</TABLE>


     (1)  Presumes  issuance  of common  stock  upon  conversion  of Series  B-2
Convertible  Preferred Stock (the "Merger  Preferred  Stock") and the Series B-3
Convertible  Preferred  Stock (the  "Dividend  Preferred  Stock").  Calculations
assume all the  preferred  converts  at once (not made in  accordance  with Rule
13d-3).

     (2) Subject to redemption for $2,802 in the event certain  financing events
do not occur.

     (3) Of which 1,549,831  currently  outstanding and 3,607,643  issuable upon
full conversion of Dividend Preferred Stock.

     (4) Of which 447,793 currently outstanding and 1,042,357 issuable upon full
conversion of Dividend Preferred Stock

     (5) Of which 1,997,624  currently  outstanding and 4,650,000  issuable upon
full conversion of Dividend Preferred Stock