Dyntek Inc – ‘PREM14A’ on 12/18/97

As of:  Thursday, 12/18/97   ·   Accession #:  1047469-97-8238   ·   File #:  1-11568

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Preliminary Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger    126    505K 
                          or Acquisition                                         

Document Table of Contents

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    ) 

Filed by the Registrant /X/                                             
Filed by a party other than the Registrant / /                          

Check the appropriate box:                                              
/X/  Preliminary Proxy Statement                                        
/ /  Confidential, for Use of the Commission Only (as permitted by      
Rule 14a-6(e)(2))                                             
/ /  Definitive Proxy Statement                                         
/ /  Definitive Additional Materials                                    
/ /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section   
240.14a-12                                                    

UNIVERSAL SELF CARE, INC.     
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

/ /  No fee required                                                            

/X/  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)             
and 0-11                                                              

(1) Title of each class of securities to which transaction applies:     

        ------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:        

        ------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed    
     pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):      

PROPOSED CASH PAYMENT: $17,000,000 X 1/50 OF 1%               
        ------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:                    

        ------------------------------------------------------------------------
(5) Total fee paid:                                                     
$3,400                    
        ------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.                             

/ / Check box if any part of the fee is offset as provided by Exchange Act      
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement 
number, or the Form or Schedule and the date of its filing.             

(1) Amount Previously Paid:                                             

        ------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:                       

        ------------------------------------------------------------------------
(3) Filing Party:                                                       

        ------------------------------------------------------------------------
(4) Date Filed:                                                         

        ------------------------------------------------------------------------

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UNIVERSAL SELF CARE, INC. 

11585 Farmington Road   

Livonia, Michigan 48150   

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  

TO BE HELD JANUARY 19, 1998 

TO THE STOCKHOLDERS OF                                                          

UNIVERSAL SELF CARE, INC.:                                                      

NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Annual Meeting") of
Stockholders of Universal Self Care, Inc. (the "Company" or the                 
"Corporation") will be held at the Holiday Inn Livonia-West, 17123 North        
Laurel Park Drive, Livonia, Michigan 48152 on January 19, 1998 at 10:00 a.m.    
local time for the following purposes:                                          

 1.  To elect four directors to hold office until the next Annual Meeting;

2.  To ratify the selection of Feldman Radin & Co., P.C. auditors of the
Company for the Fiscal Year ending June 30, 1998;                               

3.  To authorize the sale of all or substantially all of the assets of  
the Company to a wholly-owned subsidiary of Gainor Medical Management, LLC      
(the "Gainor Transaction") pursuant to the terms of the Asset Purchase          
Agreement, dated November 14, 1997, by and among the Company, Gainor Medical    
Management, LLC and certain other parties (the "Sale Agreement"); and           

4.  To authorize and approve the adoption of the Company's 1997 Stock   
Option Plan for Non-Employee Directors;                                         

5.  To authorize an amendment to the Company's Certificate of           
Incorporation to change the name of the Company to Tadeo Holdings, Inc., in     
accordance with the terms of the Sale Agreement, to be effective only upon      
the closing of the Sale Agreement identified in Proposal 3, above;              

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6.  To authorize an amendment to the Company's certificate of           
incorporation to increase the authorized capital of the company by increasing   
from 40,000,000 shares of common stock, $0001 par value (the "Common Stock")    
to 100,000,000 shares the Company's authorized Common Stock; to be effective    
only upon the closing of the Sale Agreement identified in Proposal 3 above;     
and                                                                             

7.  To transact such other business as may properly come before the     
meeting or any adjournment or adjournments thereof.                             

 The Board of Directors has fixed December 18, 1997 as the record date for
the determination of stockholders entitled to notice of and to vote at the      
meeting or any adjournment thereof. The stock transfer books of the Company     
will not be closed, but only stockholders of record at the close of business    
on December 18, 1997 will be entitled to vote at the meeting or any             
adjournment or adjournments thereof.                                            

                                BY ORDER OF THE BOARD OF DIRECTORS

                        BRIAN BOOKMEIER, PRESIDENT

WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, SIGN AND RETURN YOUR
PROXY CARD PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE PROVIDED FOR YOUR USE.     

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UNIVERSAL SELF CARE, INC. 

11585 Farmington Road 

Livonia, Michigan 48150   

PROXY STATEMENT   

GENERAL INFORMATION CONCERNING SOLICITATION   

This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Universal Self Care,      
Inc. (hereinafter referred to as the "Company" or the "Corporation"), for its   
Annual Meeting of Stockholders (the "Meeting") to be held on January 19,        
1998, or any adjournments thereof. Shares cannot be voted at the meeting        
unless their owner is present in person or represented by proxy. Copies of      
this proxy statement and the accompanying form of proxy shall be mailed to      
the stockholders of the Company on or about December 18, 1997, accompanied by   
a copy of the Company's Annual Report containing financial statements as of     
and for the two (2) fiscal years ended June 30, 1997, together with other       
information respecting the operations of the Company. The principal executive   
offices of the Company are located at the address indicated above.              

If a proxy is properly executed and returned, the shares represented    
thereby will be voted in accordance with the specifications made, or if no      
specification is made the shares will be voted to approve each proposition      
and to elect each nominee for director identified on the proxy. Any             
stockholder giving a proxy has the power to revoke it at any time before it     
is voted by filing with the Secretary of the Company a notice in writing        
revoking it. A proxy may also be revoked by any stockholder present at the      
Meeting who expresses a desire in writing to revoke a previously delivered      
proxy and to vote his or her shares in person. The mere presence at the         
Meeting of the person appointing a proxy does not revoke the appointment. In    
order to revoke a properly executed and returned proxy, the Company must        
receive a duly executed written revocation of that proxy before it is voted.    
A proxy received after a vote is taken at the Meeting will not revoke a proxy   
received prior to the Meeting; and a subsequently dated proxy received prior    
to the vote will revoke a previously dated proxy.                               

All expenses in connection with the solicitation of proxies, including  
the cost of preparing, handling, printing and mailing the Notice of Annual      
Meeting, Proxies and Proxy Statements will be borne by the Company.             
Directors, officers and regular employees of the Company, who will receive no   
additional compensation therefore, may solicit proxies by telephone or          
personal call, the cost of which will be nominal and will be borne by the       
Company. In addition, the Company will reimburse brokerage houses and other     
institutions and fiduciaries for their expense in forwarding proxies and        
proxy soliciting material to their principals.                                  

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Under Delaware statutory law stockholders are estopped from bringing any
action against a Delaware Corporation with regard to any matter approved or     
ratified by stockholders, on which matter adequate information has been         
provided to stockholders, solely for the reason that an interested director     
is involved in the transaction. By voting to approve any such matter,           
however, stockholders are not estopped from taking action against the Company   
on the basis of other objections or under common law principles, such as        
fraud.                                                                          

At the close of business on December 18, 1997, there were outstanding   
9,724,579 shares of Common Stock, 580,000 Shares of Series A Preferred Stock    
and 1,000,000 shares of Series B Preferred Stock (all of which Series A and     
Series B Preferred Stock is collectively referred to as the "Preferred          
Stock"), which constituted the voting securities of the Company. Each           
stockholder is entitled to cast one vote for each share of Common Stock and     
Preferred Stock, which is present at the Meeting either in person or by         
proxy. Only holders of record of the outstanding shares of Common Stock at      
the close of business on December 18, 1997 will be entitled to vote at the      
Meeting.                                                                        

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE   

     The following documents filed with the Commission (File No.1-11568)
pursuant to the Exchange Act are incorporated herein by reference:              

      The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1997;                                                                  

    The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997; and                                                   

 The Company's Current Report on Form 8-K filed on July 7, 1997.

SECURITY OWNERSHIP OF CERTAIN 
BENEFICIAL OWNERS AND MANAGEMENT

 The following table identifies each person or entity known to the Company
to be the beneficial owner of more than five percent of the Company's common    
stock on December 18, 1997, each director of the Company, each nominee for      
director, and all the directors and officers of the Company as a group, and     
sets forth the number of shares of the Company's common stock beneficially      
owned by each such person and such group and the percentage of the shares of    
the Company's outstanding common stock owned by each such person and such       
group. In all cases, the named person has sole voting power and sole            
investment power of the securities.                                             

 NAME AND ADDRESS OF    NUMBER OF SHARES OF COMMON   PERCENTAGE OF OUTSTANDING
BENEFICIAL OWNER      STOCK BENEFICIALLY OWNED(1)     COMMON STOCK OWNED  
-----------------------  ---------------------------  ------------------------- 
H. T. Ardinger                    500,000                       5.1%            
9040 Governors Row                                                              

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 NAME AND ADDRESS OF    NUMBER OF SHARES OF COMMON   PERCENTAGE OF OUTSTANDING
BENEFICIAL OWNER      STOCK BENEFICIALLY OWNED(1)     COMMON STOCK OWNED  
-----------------------  ---------------------------  ------------------------- 
Dallas, TX 75356                                                                

Brian D. Bookmeier                579,148                       5.7%            
37119 Muirfield                                                                 
Livonia, MI 48150 (2)                                                           

Edward T. Buchholz                601,358                       5.8%            
265 Waterside Drive                                                             
Moneta, VA 24124 (3)                                                            

Matthew B. Gietzen                577,147                       5.7%            
23307 Mystic Street                                                             
Novi, MI 48375 (2)                                                              

Fred Kassner                    1,951,950                      18.6%            
59 Spring Street                                                                
Ramsey, NJ 07446 (4)                                                            

Alan M. Korby                     574,148                       5.6%            
24054 Roma Ridge                                                                
Novi, MI 48375 (2)                                                              

Steven Leichter, M.D.                 -0-                       -0-             
70 Benfield Court                                                               
Columbus, GA 31907                                                              

James Linesch                     136,000                       1.4%            
3401 Walnut Avenue                                                              
Manhattan Beach, CA 90266                                                       

Robert L. Moody, Jr.              607,560                       6.1%            
2302 Post Office Street,                                                        
Suite 601                                                                       
Galveston, TX 77550 (4)                                                         

Robert M. Rubin                   613,789                       6.2%            
6060 Kings Gate Circle                                                          
Delray Beach, FL 33484 (4)                                                      

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 NAME AND ADDRESS OF    NUMBER OF SHARES OF COMMON   PERCENTAGE OF OUTSTANDING
BENEFICIAL OWNER      STOCK BENEFICIALLY OWNED(1)     COMMON STOCK OWNED  
-----------------------  ---------------------------  ------------------------- 
Damon D. Testaverde               437,372                       4.4%            
580 Oakdale Street                                                              
Staten Island, NY 10312(5)                                                      

Peter W. Rothberg                  10,000                       *-              
c/o Greenberg Traurig                                                           
Hoffman Lipoff Rosen &                                                          
Quentel                                                                         
153 East 53rd Street                                                            
New York, NY 10022(6)                                                           

All officers and directors      2,467,801                       22.1%           
as a group (6 persons)(2)(3)                                                    

------------------------                                                        

*   Less than 1%.                                                               

(1) As used herein, the term beneficial ownership with respect to a security is 
defined by Rule 13d-3 under the Securities Exchange Act of 1934 as      
 consisting of sole or shared voting power (including the power to vote or
    direct the vote) and/or sole or shared investment power (including the power
to dispose or direct the disposition of) with respect to the security   
    through any contract, arrangement, understanding, relationship or otherwise,
  including a right to acquire such power(s) during the next 60 days. Unless
    otherwise noted, beneficial ownership consists of sole ownership, voting and
investment rights.                                                      

(2) Includes (i) 333,334 shares of Common Stock held by Mr. Korby as well as    
   166,666 shares of Common Stock issuable to Mr. Korby upon conversion of his
 333,333 shares of Series B Preferred Stock, (ii) 338,333 shares of Common
Stock held by Mr. Bookmeier as well as 166,667 shares of Common Stock   
   issuable to Mr. Bookmeier upon conversion of his 333,334 shares of Series B
    Preferred Stock and (iii) 336,334 shares of Common Stock held by Mr. Gietzen
as well as 166,667 shares of Common Stock issuable to Mr. Gietzen upon  
   conversion of his 333,333 shares of Series B Preferred Stock. Also includes
options to purchase 125,000 shares of Common Stock at $1.35 per share,  
  granted to each of Messrs. Korby, Bookmeier and Gietzen in connection with
the waiver of certain cash compensation in 1996. 39,179 of the shares of
    Common Stock issued to each of Messrs. Korby, Bookmeier and Gietzen (117,537
  shares in the aggregate), have been pledged to Barbara Milinko to secure a
$325,000 note payable to Ms. Milinko by Messrs. Korby, Bookmeier and    
Gietzen. Does not include any shares of Series A Preferred Stock held by
Messrs. Korby (128,889 shares), Bookmeier (128,889 shares) and Geitzen  
    (128,888 shares), which Series A Preferred Stock vote on a one share for one
vote basis along with the Common Stock.                                 

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(3) Includes shares underlying options to purchase 350,000 shares of common     
stock granted to Mr. Buchholz under his Employment Agreement, 175,000 at
$1.70 per share and 175,000 at $1.25 per share, options to purchase an  
aggregate of 175,000 shares of Company Common Stock at $1.25 per share  
  granted in connection with the acquisition of Diabetes Self Care, Inc. and
    options to purchase an aggregate of 41,667 shares of Company Common Stock at
$1.35 per share granted in connection with the waiver of certain cash   
compensation in 1996.                                                   

(4) For Mr. Kassner, includes 642,535 shares of Common Stock underlying the     
Company's publicly-traded Class A Warrants and 100,000 shares of Common 
Stock underlying Warrants granted in connection with certain financial  
accommodations granted by Mr. Kassner related to the release of security
interests in Company assets. For Mr. Moody, includes Class A warrants to
purchase an aggregate of 307,560 shares of Company Common Stock. For Mr.
    Rubin, includes the shares underlying 100,000 warrants granted in connection
with the waiver of defaults under then existing indebtedness.           

(5) Includes options to acquire 150,000 shares of the Company's Common Stock    
    granted under the 1992 Stock Option Plan exercisable at $1.50 per share, and
   warrants to acquire 50,000 shares of the Company's Common Stock exercisable
  at $1.00 per share granted in connection with the waiver of defaults under
then existing indebtedness.                                             

(6) Includes options to acquire 10,000 shares of the Company's Common Stock     
granted under the 1992 Stock Option Plan exercisable at $1.50 per share.

DIRECTORS, NOMINEES FOR DIRECTORS AND 
EXECUTIVE OFFICERS OF THE COMPANY 

OFFICERS AND DIRECTORS

The executive officers, directors and nominees for director of the      
Company are as follows:                                                         

NAME                 AGE          POSITION WITH THE COMPANY 
-----------------------------  ---   ------------------------------------------ 
Brian D. Bookmeier              39   President of Universal Self Care, Inc.,    
                         Acting Chief Financial Officer,
                                Chairman of the Board of Directors and
              Nominee for Director

Steven Leichter, M.D.           52   Director                                   

Tod J. Robinson                 36   Vice President-National Sales for Diabetes 
                                   Self Care, Inc. (formerly Thriftee Group)

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NAME                 AGE          POSITION WITH THE COMPANY 
-----------------------------  ---   ------------------------------------------ 
Edward T. Buchholz              54   President, Healthcare Management           
                                   Solutions, Inc., Vice President Universal
                                  Self Care and Vice Chairman of the Board
      of Directors

Alan M. Korby                   40   President, Diabetes Self Care, Inc.,       
                                  Vice President Universal Self Care, Inc.
      and Director

Matthew B. Gietzen              34   Vice President of Fulfillment,             
                Secretary and Director

James Linesch                   43   Director and Nominee for Director          

Damon D. Testaverde             49   Nominee for Director                       

Peter W. Rothberg               45   Nominee for Director                       

Set forth below is a brief background of the officers, directors ,      
nominees for director and key employees of the Company, based on information    
supplied by them.                                                               

BRIAN D. BOOKMEIER. Mr. Bookmeier has served as President, Chief        
Executive Officer and a director of the Company since July 1995. From           
September 1989 until its Merger into the Company Mr. Bookmeier served as        
Executive Vice President and a Director of Patient Care Services, a home        
medical equipment supply company that specialized in diabetes management, and   
the sale of related equipment and supplies. He has been a Director of the       
American Diabetes Association since June 1995.                                  

EDWARD T. BUCHHOLZ. Since May 14, 1997 Mr. Buchholz has served as Vice  
Chairman of the Board. Mr. Buchholz has served as a Vice President and a        
Director of the Company since February 8, 1994. Since December 16, 1996 Mr.     
Buchholz has served as President and CEO of the Company's managed care          
program, "Healthcare Management Solutions, Inc.". Prior to this he served as    
President of Diabetes Self Care, Inc. Mr. Buchholz started his health care      
career in 1969 with The Hartford Insurance Company and has held numerous        
executive positions in the industry over the past 25 years. From October 1985   
to December 1989, Mr. Buchholz served as President of Shoney's Va/Md            
Construction Co., Inc., a commercial builder of restaurants and motels in       
Virginia, Maryland and Delaware. During that same period he also served as      
President of Eastern Commercial Real Estate Services, Inc., an insurance        
consulting firm and developer of commercial property.                           

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 ALAN M. KORBY. Mr. Korby has served as a Vice President and a director of
the Company since July 1995. Mr. Korby has also served as President of          
USC-Michigan, Inc., the Company's wholly-owned subsidiary, since July 1995      
and the President of Diabetes Self Care, Inc. Since March 8, 1997. From its     
founding in November 1987 until its Merger into the Company, Mr. Korby served   
as President and a Director of Patient Care Services, a home medical            
equipment supply company that specialized in diabetes management, and the       
sale of related equipment and supplies.                                         

MATTHEW B. GIETZEN. Mr. Gietzen has been the Secretary and a director of
USC since July 1995. Mr. Gietzen has also served as Vice President of           
USC-Michigan, Inc., the Company's wholly-owned subsidiary, since July 1995.     
From January 1988 until its Merger into the Company, Mr. Gietzen served as      
Executive Vice President and a Director of PCS Management, Inc., a home         
medical equipment supply company that specialized in diabetes management, and   
the sale of related equipment and supplies.                                     

TOD J. ROBINSON. Mr. Robinson has served with the Company since April   
1996, as the National Vice President of Sales for Diabetes Self Care, Inc.      
From October 1989 to April 1996, Mr. Robinson held a variety of positions       
with Home Diagnostics, Inc. (HDI), a medical device manufacturer that           
specializes in diabetes testing equipment, serving as the Director of New       
Business Development, National Accounts Manager and finally Sales Manager.      
From September 1986 to October 1989, Mr. Robinson was Sales Manager and         
Product Manager for Friden Alcatel in its business products division.           

STEVEN LEICHTER, M.D.. Since February 1997, Dr. Leichter has served as a
Director of the Company. Dr. Leichter has been on the faculty at University     
of California, Davis, from 1976 to 1977, the University of Kentucky from 1977   
to 1988, and Eastern Virginia Medical School from 1988 to 1995, where he was    
Professor of Internal Medicine. In 1995, he moved to Columbus, Georgia to       
join Dr. Garry August in an endocrinology practice. He is also Co-Director of   
the West Georgia Center for Metabolic Disorders and President of the Columbus   
Metabolic Foundation. Dr. Leichter has more than 60 published scientific        
papers and book chapters. His most recent paper was published in Diabetes       
Care in September, 1995. He has been a consultant to the World Health           
Organization and chaired the Committee that wrote the International Plan for    
Diabetes of the United Nations. He is currently a consultant to 5 national      
corporations in diabetes, and is on the editorial review for the Archives of    
Internal Medicine, a journal of the American Medical Association.               

 JAMES LINESCH.  Since February 1997, Mr. Linesch has served as a Director
of the Company. Mr. Linesch is currently the President, Chief Executive         
Officer and Chief Financial Officer of CompuMed, a public computer company      
involved with computer assisted diagnosis of medical conditions, which he       
joined in April 1996 as Vice President and Chief Financial Officer. Mr.         
Linesch served as a Vice President, Chief Financial Officer and Controller of   
the Company from August 1991 to April 1996. From may 1988 to August 1991, Mr.   
Linesch served as the Chief Financial Officer of Science Dynamics Corp., a      
corporation involved in the development of computer software.                   

DAMON D. TESTAVERDE. Mr. Testaverde was President, Chief Executive      
Officer and a director of the Company from May 1991 through February 1997.      
Mr. Testaverde has also                                                         

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served as the President and principal stockholder of a R.H. Damon & Company,    
Inc., a former full service securities broker-dealer which ceased operations    
in March 1991. From 1986 to 1989, and from March 1991 to March 1994, Mr.        
Testaverde served as Senior Vice President of F.N. Wolf & Co., Inc., a full     
service securities broker-dealer. Since March 1994, Mr. Testaverde has been a   
registered representative with Network One Financial Services, Inc., a full     
service securities broker-dealer. Mr. Testaverde does not devote his full       
time and efforts to his duties at Network One Financial Services, Inc.          

Mr. Testaverde is a former director of American Complex Care,           
Incorporated, a company that provided home healthcare infusion therapies and    
distributed Medicare Part B products. In April 1995, American Complex Care      
Incorporated's operating subsidiaries made assignments of their assets for      
the benefit of creditors without resort to bankruptcy proceedings.              

 PETER W. ROTHBERG. Mr. Rothberg has practiced law in private practice for
more than the last 18 years, and has represented the Company since its 1992     
initial public offering. Since February 1996 he has been Counsel to Greenberg   
Traurig Hoffman Lipoff Rosen & Quentel, New York, New York, the Company's       
outside general counsel. Prior thereto, from June 1993 to January 1996, he      
was a member of Solomon, Weiss & Moskowitz, P.C., and prior thereto he was a    
member of Fink Weinberger P.C., both of which firms were located in New York,   
New York.                                                                       

Directors of the Company, including management directors, each receive  
annual directors' fees of $25,000 for attendance at Board of Directors          
meetings, and are reimbursed for actual expenses incurred in respect of such    
attendance.                                                                     

Compliance with Section 16(a) Of the Exchange Act.                              

To the knowledge of the Company, no officers, directors, beneficial     
owners of more than 10 percent of any class of equity securities of the         
Company registered pursuant to Section 12 of the Securities Exchange Act of     
1934, as amended (the "Exchange Act"), or any other person subject to Section   
16 of the Exchange Act with respect to the Company, failed to file on a         
timely basis reports required by Section 16(a) of the Exchange Act during the   
most recent fiscal year, which ended June 30, 1997.                             

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EXECUTIVE COMPENSATION

 The following table sets forth the amount of all compensation paid by the
Company for services rendered during each of 1995, 1996, and 1997 to the person 
serving as the Company's Chief Executive Officer at any time during such periods
and to each of the three (3) highest paid Company current executive officers    
whose total salary and bonus compensation exceeded $100,000.                    

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SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                              LONG-TERM COMPENSATION    
                                                                                          ------------------------------
                                                     ANNUAL COMPENSATION                              AWARDS            
                                      --------------------------------------------------  ------------------------------
                                                                               OTHER        RESTRICTED                  
              NAME AND                                                        ANNUAL           STOCK         OPTIONS/   
             PRINCIPAL                  YEAR      SALARY        BONUS      COMPENSATION       AWARDS          SARS(#)   
------------------------------------  ---------  ---------     ------      -------------  ---------------  -------------
                                                                                                                        
Brian Bookmeier President and Chief        1995  $  38,834        0          $   3,250        $   0           $   0     
  Executive Office and Director            1996  $ 179,306        0          $  15,000        $   0           $   0     
                                           1997  $  51,408        0          $  18,000        $   0           $   0     

Edward T. Buchholz President               1995  $  94,808        0          $   7,800        $   0           $   0     
  Healthcare Management Solution,          1996  $ 163,900        0          $  13,320        $   0           $   0     
  Inc. and Director                        1997  $ 147,321        0          $   6,610        $   0           $   0     

Tod J. Robinson V.P. of National                                                              $   0                     
  Sales for Diabetes Self Care, Inc.       1995          0        0                  0        $   0           $   0     
                                           1996  $  26,962        0          $   1,500        $               $   0     
                                           1997  $ 122,879        0          $   6,000        $   0           $   0     



                                         PAYOUTS                                                                        
              NAME AND                    LTIP           ALL OTHER                                                      
             PRINCIPAL                   PAYOUTS       COMPENSATION                                                     
------------------------------------  -------------  -----------------                                                  
                                                                                                                        
Brian Bookmeier President and Chief        $   0            $   0                                                       
  Executive Office and Director            $   0            $   0                                                       
                                           $   0            $   0                                                       

Edward T. Buchholz President               $   0            $   0                                                       
  Healthcare Management Solution,          $   0            $   0                                                       
  Inc. and Director                        $   0            $   0                                                       

Tod J. Robinson V.P. of National                                                                                        
  Sales for Diabetes Self Care, Inc.       $   0            $   0                                                       
                                           $   0            $   0                                                       
                                           $   0            $   0                                                       

    Officers and key employees of the Company receive employment benefits (e.g.,
health insurance, automobile allowances) other than cash compensation and       
interests in the Company's employee stock option plan in amounts that are not   
required to be separately reported .                                            

STOCK OPTION GRANTS     

  The following table sets forth information concerning individual grants of
stock options made during the last completed fiscal year to each of the         
executive officers named in the Summery Compensation Table.                     

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OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS 

                                                        [Enlarge/Download Table]

                                               NUMBER OF                                                              
                                              SECURITIES     PERCENT OF TOTAL                                         
                                              UNDERLYING        OPTIONS/SAR                                           
                                             OPTIONS/SARS    GRANTED IN FISCAL   EXERCISE OR BASE       EXPIRATION    
                   NAME                       GRANTED (#)          YEAR             PRICE($/SH)            DATE       
                    (A)                           (B)               (C)                 (D)                (E)        
-------------------------------------------  -------------  -------------------  -----------------  ------------------
                                                                                                                      
Edward T. Buchholz.........................      175,000               100%          $    1.70      December, 2006    

The following table sets forth information concerning the number of     
unexercised options, and the value of such unexercised options, for each of the 
executive officers named in the Summary Compensation Table.                     

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AGGREGATED OPTION/SAR EXERCISED 
IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION/SAR VALUES

                                                        [Enlarge/Download Table]

                                                                                                               VALUE OF     
                                                                                              NUMBER OF       UNEXERCISED   
                                                                                             UNEXERCISED     IN-THE-MONEY   
                                                   SHARES ACQUIRED       VALUE REALIZED     OPTIONS/SARS     OPTIONS/SARS   
                     NAME                          ON EXERCISE (#)             ($)          AT FY-END(#)     AT FY-END($)   
                     (A)                                 (B)                   (C)               (D)              (E)       
----------------------------------------------  ---------------------  -------------------  -------------  -----------------
                                                                                            EXERCISABLE/     EXERCISABLE/   
                                                                                            UNEXECISABLE     UNEXERCISABLE  
                                                                                                                            
Brian D. Bookmeier                                            0                     0          125,000/0   $     187,500    

Edward T. Buchholz                                                                                         $     58,334/0   
                                                              0                     0           41,667/0   $ 187,500/$75,000
                                                              0                     0       125,000/50,000          0       
                                                              0                     0           350,000    $     367,500    

Tod J. Robinson                                               0                     0           30,000/0   $  18,750/$18,750

EMPLOYMENT AND CONSULTING AGREEMENTS                                            

    Mr. Edward Buchholz entered into a three year contract on December 16, 1996,
effective on January 1, 1997, employment the term of which ends on December 31, 
1999. Mr. Buchholz's is the President and Chief Executive Officer of Healthcare 
Management Solution, Inc., a subsidiary of the Company. Mr. Buchholz's          
employment agreement provides him with an annual base salary of $ 150,000. In   
connection with his employment agreement, Mr. Buchholz was granted options to   
acquire 175,000 shares of common stock at an exercise price of $1.70 per share  
(fair market value on the date of grant), vested on the date of grant. Upon     
consummation of the Gainor Transaction, Mr. Buchholz's employment by the Company
and his employment agreement will terminate and the Company will negotiate a    
severance arrangement with Mr. Buchholz with respect to such employment         
termination.                                                                    

In connection with consummation of the 1995 merger of the Company with  
Patient Care Services, Inc. (the "PCS Merger"), the Company entered into        
separate employment agreements expiring June 30, 2000 with each of Messrs. Alan 
Korby, Brian Bookmeier and Matthew B. Gietzen. Under the terms of such          
agreements, each of Messrs. Korby, Bookmeier and Gietzen serve as the Vice      
President, President and Chief Executive Officer, and Vice President,           

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respectively, of the Company. Under such employment agreements, they each       
receive a base salary of $150,000 per annum, plus customary fringe benefits,    
including medical insurance and the use of an automobile paid for by the        
Company, the aggregate value of which fringe benefits to each such person is    
estimated at no more than $18,000.                                              

 On April 25, 1996, each of Messrs. Bookmeier, Korby and Gietzen agreed to
waive the payment of installments of their annual compensation from the Company 
during the annual period commencing May 1, 1996, in the aggregate amount of     
$150,000 for each such person, and Mr. Buchholz agreed to waive the payment of  
installments of his annual compensation from the Company during the annual      
period commencing May 1, 1996 in the aggregate amount of $50,000. In            
consideration for such waiver of compensation, each of Messrs. Bookmeier, Korby 
and Gietzen was granted a five-year non-qualified stock option to acquire       
125,000 shares of Company Common Stock at an exercise price of $1.35 per share  
and Mr. Buchholz was granted a five-year non-qualified stock options to acquire 
41,667 shares of Company Common Stock at an exercise price of $1.35 per share.  
All of the options granted to Messrs. Bookmeier, Korby, Gietzen and Buchholz    
vested in full on May 1, 1996. The closing sale price for a share of Common     
Stock on April 25, 1996, as reported by Nasdaq, was $2-5/8. On May 1, 1997, each
of Messrs. Bookmeier, Korby and Gietzen again began to receive full annual      
compensation under their employment agreement.                                  

    In March 1996, Mr. Tod Robinson entered into a two-year employment agreement
with Diabetes Self Care, Inc., a wholly-owned subsidiary of the Company. Under  
such agreement, Mr. Robinson is to serve as the National Vice President-Sales   
for Diabetes Self Care, having responsibility for marketing and sales           
efforts throughout the United States for such company. Mr. Robinson's employment
base salary is $95,000 per annum. He has the opportunity to earn a Performance  
Bonus of up to $1,000 based upon achieving performance goals to be identified by
the Company's management, as well as a Commission of $1,000 for each executed   
managed care contract covering more than 10,000 lives which he originates. Mr.  
Robinson's employment contract also provides for certain profit participation,  
pursuant to which he will earn .5% of the net after-tax profits of Diabetes Self
Care for each fiscal year (and prorations thereof) during the term of the       
employment agreement. In the event that such net after-tax profits exceed       
$500,000 for any fiscal year, the profit participation shall be increased by    
$10,000. Mr. Robinson may also receive additional discretionary bonuses, and    
customary fringe benefits. On March 10, 1996, in connection with commencing his 
employment, Mr. Robinson was granted options to acquire 30,000 shares of the    
Company's common stock at an exercise price of $1.50 per share. The closing sale
price for a share of common stock on March 8, 1996 (the last business day before
the date of such agreement), as reported by Nasdaq, was $2-15/16. Whether or    
not Mr. Robinson will be employed by Gainor following consummation of the       
Gainor Transaction, under the terms of such transaction all obligations under   
Mr. Robinson's employment agreement will be assigned to the Company.            

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CERTAIN TRANSACTIONS

   As of June 30, 1994, the Company had made advances to Edward Buchholz, then
President of Diabetes Self Care, Inc., in the amount of $14,929. Payments on    
this receivable were made in amounts equivalent to 50% of Mr. Buchholz's sales  
commissions. As of October 22, 1997, the balance of this loan due the Company   
was approximately $6,347.                                                       

Under the terms of the PCS Merger Agreement, each of Messrs. Robert M.  
Rubin, and Damon Testaverde, agreed to vote all of the shares of Company Common 
Stock to be owned by them following the PCS Merger for so long as each of such  
person(s) shall continue to hold not less than 73% of the percentage of the     
outstanding shares of Company Common Stock issued to him upon consummation of   
the PCS Merger, for the election of each of Messrs. Korby, Bookmeier and Gietzen
to the Board of Directors of the Company. In addition, any additional nominees  
to the Company's Board of Directors must be acceptable to Messrs. Rubin and     
Testaverde and to a majority of Messrs. Korby, Bookmeier and Gietzen to the     
extent that such persons meet the share ownership criterion set forth above.    

In April 1996, Fred Kassner exchanged $776,482 of indebtedness in       
consideration for: the exercise of 450,000 Warrants at an exercise price of     
$1.00 per share to acquire 450,000 shares of common stock; and the exercise of  
217,655 Class B Warrants at an exercise price of $1.50 per share, to acquire    
217,655 shares of common stock and the acquisition of 217,655 Class A Warrants. 

 In June 1997, the Company converted an aggregate of $2,018,829 of Company
indebtedness held by Messrs, H.T. Ardinger and Fred Kassner, principal          
stockholders of the Company, into shares of Common Stock. The Company had       
previously issued a $500,000 principal note, accruing interest at 10% per annum 
and maturing on February 21, 1998, to Mr. Ardinger. Mr. Ardinger was paid       
$71,156.54 in cash with respect to accrued interest on this note, and the       
$500,000 of unpaid principal was converted by Mr. Ardinger into 250,000 shares  
of common stock at $2.00 per share. The Company had previously issued a         
$1,473,518 principal note to Mr. Kassner, accruing interest at a rate of prime  
plus 2% and maturing on July 14, 1997. The aggregate of $1,518,829 of accrued   
interest and unpaid principal was converted by Mr. Kassner into 759,415 shares  
of Common Stock at $2.00 per share. The total amount of indebtedness converted  
to Common Stock by Messrs. Ardinger and Kassner was $2,018,829, and 1,009,415   
shares of Common Stock were issued. In June 1997, the Company also completed an 
additional private placement of 250,000 shares of Common Stock at $2.00 per     
share, paid in cash, to Mr. Ardinger. All of such shares received by Messrs.    
Kassner and Ardinger are subject to "piggyback" registration rights granted by  
the Company.                                                                    

Mr. Testaverde, through Network 1 Financial Services, Inc., acted as a  
financial adviser to the Company in connection with the debt conversion, as well
as in connection with the June 1997 private placement to Mr. Ardinger and the   
Company's May 1997 private placement to accredited investors of 500,000 shares  
of Common Stock at $2.00 per share. For such activities in connection with      
structuring and obtaining investors for the May and June 1997 private           

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placements and debt conversions, Mr. Testaverde, as the designee of Network 1   
Financial Services, Inc., received 75,458 shares of Common Stock and a cash     
payment of $100,000 from the Company.                                           

See "Employment and Consulting Agreements." on page __.                 

ACTION TO BE TAKEN UNDER THE PROXY

 Unless otherwise directed by the grantor of the proxy, the persons acting
under the accompanying proxy will vote the shares represented thereby: (a)      
for the election of the persons named in the next succeeding table as           
nominees for directors of the Company; (b) for the proposal to authorize the    
appointment of Feldman Radin & Co., P.C. as the Company's auditors for the      
current fiscal year ending June 30, 1998; (c) for the proposal to authorize     
the sale of all or substantially all of the assets of the Company to a          
wholly-owned subsidiary of Gainor Medical Management, LLC in accordance with    
the terms of the Sale Agreement; (d) for the proposal to authorize and ratify   
the 1997 Non-employee Director Stock Option Plan; (e) for the proposal to       
authorize an amendment to the Company's Certificate of Incorporation to         
change the name of the Company to Tadeo Holdings, Inc., in accordance with      
the terms of the Sale Agreement, to be effective only upon the closing of the   
Sale Agreement identified in Proposal (c ), above; (f) for the proposal to      
amend the Company's Certificate of Incorporation to increase the Company's      
authorized capital by increasing the authorized number of shares of Common      
Stock of the Company from 40,000,000 shares of Common Stock, $.0001 par         
value, to 100,000,000 shares of Common Stock, $.0001 par value, to be           
effective only upon the closing of the Sale Agreement identified in Proposal    
(c) above, and (g) in connection with the transaction of such other business    
that may be brought before the Annual Meeting, in accordance with the           
judgment of the persons voting the proxy.                                       

I. Election of Directors                                                        

NOMINEES                                                                

  At the Meeting four directors are to be elected, each to hold office until
the next Annual Meeting of Stockholders or until his or her successor shall be  
elected and shall qualify. The names of the nominees for elections as directors,
now serve as directors of the Company, and certain information furnished to the 
Company by such nominees with respect to them, as of December 18, 1997, are set 
forth below. Unless authority to vote for one or more nominees is withheld, it  
is intended that share represented by proxies in the accompanying form will be  
voted for the election of the following nominees. With respect to any such      
nominee who may become unable or unwilling to accept nomination or election, it 
is intended that the proxies will be voted for the election in his stead of such
person as the Board of Directors may recommend, but the Board does not know of  
any reason why any nominee will be unable or unwilling to serve if elected.     

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                                                        [Enlarge/Download Table]

                                                                                                               PRINCIPAL     
                                                                                                              OCCUPATION     
                                                                                                              DURING LAST    
NAME                                                                             AGE     DIRECTOR SINCE       FIVE YEARS     
-------------------------------------------------------------------------------  ---     ---------------  -------------------
                                                                                                                             
Brian D. Bookmeier.............................................................      39          1995                  *     
James Linesch..................................................................      43          1997                  *     
Damon D. Testaverde............................................................      49                                *     
Peter W. Rothberg..............................................................      45                                *     

------------------------                                                        

*   See "Directors, Nominees for Director and Executive Officers of the Company"
on pages __ through __.                                                 

COMMITTEES AND MEETINGS OF THE BOARD                                    

At present the Board of Directors has three committees, the Audit,      
Compensation and Stock Option Committees which consist of the following         
individuals, respectively: Messrs. Brian D. Bookmeier, James Linesch, and Steven
Leichter (Audit); Edward Buchholz, Brian D. Bookmeier (Compensation); and Brian 
D. Bookmeier, Alan M. Korby (Stock Option). During the fiscal year ended June   
30, 1997, the Board of Directors met eight times, including four action taken by
unanimous written consent of the directors. The Audit, Compensation and Stock   
Option Committees did not meet, but rather conducted their operations through   
meetings of the full Board of Directors. All of the nominated directors who     
served as directors during the fiscal year ended June 30, 1997 attended more    
than 75% of all the meetings of the Board held during their tenure during such  
year. See "Directors, Nominees for Director and Executive Officers of the       
Company" at page __ above for information concerning fees payable to            
directors.                                                                      

II.  Ratification of Appointment of Independent Auditors for the Fiscal Year    
Ending June 30, 1998                                                  

At the Meeting a vote will be taken on a proposal to ratify the         
appointment by the Board of Directors of Feldman Radin & Co., P.C.,             
independent certified public accountants, as the independent auditors of  the   
Company for the fiscal year ending June 30, 1998. Feldman Radin & Co., P.C.     
has no interest in or any relationship with the Company except as its           
auditors.                                                                       

Management believes the appointment to be in the best interest of the   
Company and recommends that it be ratified.                                     

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    III.  Authorization of the Sale of all or Substantially all of the Assets of
the Company to the Wholly-Owned Subsidiary of Gainor Medical Management, LLC.   

 At the Annual Meeting a vote will be taken on a proposal to authorize the
sale of all or substantially all of the assets of the Company to a wholly-owned 
subsidiary of Gainor Medical Management, LLC. The terms of such sale are        
discussed below.                                                                

Pursuant to the terms of an Asset Purchase Agreement, dated as of       
November 14, 1997, as amended by the First Amendment (the "First Amendment")    
dated as of November 24, 1997 (collectively, the "Sale Agreement"), by and      
among Gainor Medical Management, LLC, a Georgia limited liability company,      
("Gainor"), as Buyer, and the Company and each of its Clinishare Diabetes       
Centers, Inc., Physician's Support Services, Inc., USC-Michigan, Inc.,          
Diabetes Self Care, Inc., PCS, Inc.-West and USCI Healthcare Management         
Solutions, Inc. subsidiaries (collectively, the "Seller"), as Seller, and       
certain shareholders of the Company--Messrs. Brian D. Bookmeier, Alan M.        
Korby, Matthew B. Gietzen and Edward Buchholz (the "Shareholders"), the         
Seller agreed to sell all or substantially all of the assets of the Seller      
(the "Business"), subject to the assumption of certain limited liabilities of   
the Business, to a subsidiary of Gainor newly-formed for the purpose of         
acquiring the Business (the "Gainor Transaction"). A copy of the Sale           
Agreement is annexed hereto as Exhibit A. The assets acquired by Gainor will    
include all of the outstanding capital stock of the Company's Diabetes Self     
Care, Inc. ("Diabetes") and USCI Healthcare Management Solutions,               
Inc.("Healthcare") subsidiaries (collectively, the "Purchased Companies") and   
substantially all of the assets (the "Purchased Assets") of the other           
subsidiaries identified above (the "Selling Subsidiaries"). Gainor's            
principal place of business is located at 2205 Highway 42 North, McDonough,     
Georgia 30252-0353; telephone number (770) 474-0474. Gainor is a leading        
supplier of lancets used in daily blood sampling by persons suffering from      
diabetes, as well as a supplier of other micro-sampling devices, and is a       
principal vendor of lancets to the Company. Certain financial information       
with respect to Gainor is included below.                                       

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Gainor Medical Management LLC 
Summary of Selected Financial Information 

                                                        [Enlarge/Download Table]

                                                                             UNAUDITED                AUDITED         
                                                                       AS OF OCTOBER 31, 1997  AS OF DECEMBER 31, 1996
                                                                       ----------------------  -----------------------
                                                                                                                      
Balance Sheet                                                                                                         

Cash and Cash Equivalents.............................................        5,085,000                930,000        
Current Assets........................................................       17,351,000              8,095,000        
Total Assets..........................................................       20,354,000              9,488,000        
Current Liabilities...................................................       11,054,000              9,629,000        
Long-Term Debt........................................................          565,000                931,000        
Deferred Revenue-Long Term............................................          425,000                 94,000        
Member's Capital......................................................        8,310,000             (1,166,000)       

                                                        [Enlarge/Download Table]

                                                                           UNAUDITED               AUDITED           
                                                                       TEN MONTHS ENDED      TWELVE MONTHS ENDED     
                                                                          OCTOBER 31,            DECEMBER 31,        
                                                                             1997                    1996            
                                                                    -----------------------  ------------------------
                                                                                                                     
Income Statement                                                                                                     

Revenues...........................................................         34,380,000             25,939,000        
Operating Income...................................................          4,937,000              1,577,000        
Net Income*........................................................          4,471,000                199,000        
Depreciation and Amortization......................................            644,000                434,000        

--------------                                                                  

* Stated on a pre-tax basis because a limited liability company is not          
subject to federal or state income tax at the entity level.                 

 Since October 31, 1997, the Company has purchased product from Gainor for
which it is currently obligated to pay a balance of approximately $1,920,000    
on credit terms, and the Company granted to Gainor a security interest in the   
inventory purchased.                                                            

    Under the terms of the Sale Agreement, the Company and Gainor agreed that as
a condition to their respective obligations to close the Gainor Transaction (the
"Closing"), the Company would obtain approval and authorization for the Gainor  
Transaction and the other transactions contemplated by the Sale Agreement at a  
duly called meeting of Company stockholders.                                    

   FAILURE OF COMPANY STOCKHOLDERS TO AUTHORIZE THE GAINOR TRANSACTION AND THE
OTHER TRANSACTIONS CONTEMPLATED THEREIN WILL PREVENT THE EFFECTIVENESS AND      
PROHIBIT THE CLOSING OF ANY OF THE GAINOR TRANSACTION AND THE TRANSACTIONS      
CONTEMPLATED THEREBY, NONE OF WHICH HAVE BEEN CONSUMMATED. THE SHAREHOLDERS AND 
MR. DAMON D. TESTAVERDE, A NOMINEE FOR ELECTION TO THE BOARD OF                 

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DIRECTORS, HAVE AGREED TO VOTE IN FAVOR OF AUTHORIZING THE GAINOR TRANSACTION   
PURSUANT TO THE TERMS OF THE SALE AGREEMENT. THE SHAREHOLDERS AND MR.           
TESTAVERDE, COLLECTIVELY, HOLD SECURITIES GIVING THEM THE RIGHT TO CAST         
2,302,730 VOTES IN FAVOR OF THE GAINOR TRANSACTION (APPROXIMATELY 22% OF THE    
VOTES WHICH MAY BE CAST AT THE MEETING).                                        

RECENT DEVELOPMENTS                                                     

 On December 16, 1997 the First Amendment was executed. Negotiation of the
First Amendment resulted from Gainor's appraisal of the Company's future        
operations and its past operating performance for the first five months of      
the Company's current fiscal year ended November 30, 1997, which past           
performance was below that internally projected by the Company owing in part    
to a decline in referrals of potential customers, computer-generated problems   
in delivering recent Medicare billings and other revenue reductions during      
the last several months. The First Amendment reduced the purchase price for     
the assets from $37,000,000 to $34,000,000 (the "Purchase Price"), eliminated   
upward adjustments to the Purchase Price based upon the value of the            
Company's inventory and net tangible assets at closing, and reduced the         
portion of the Purchase Price paid in the form of a convertible subordinated    
note from $20,000,000 to $17,000,000. Pursuant to the First Amendment, in       
addition to offsets for customary indemnifications under the Sale Agreement,    
the principal of the Note is subject to reduction in the event that (i)         
Gainor does not achieve Post Closing Revenue (as hereinafter defined) during    
calendar 1998 at a level that is reduced in the First Amendment, and (ii)       
Gainor is not able to collect at least $6,000,000 from the accounts             
receivable sold to Gainor as part of the Transaction during the one-year        
period succeeding the closing (which collection level was increased from        
$5,000,000 in the First Amendment).                                             

THE TRANSACTION                                                         

The purchase price for the Business (the "Purchase Price") is a maximum 
of approximately $34,000,000. Approximately $17,000,000 will paid to the        
Company in cash at closing, subject to certain adjustments for the cash of      
the Purchased Companies and certain liabilities assumed based upon a            
preliminary assessment at closing (the "Net Asset Value"). Management           
anticipates that such adjustments, based on the Company's September 30, 1997    
balance sheet, will reduce the cash portion of the purchase price to            
approximately $10,500,000. Seventeen Million ($17,000,000) dollars of the       
Purchase Price will be paid by delivery of a minimum 60-month, maximum 72-month 
(subject to earlier prepayment), interest bearing convertible subordinated      
promissory note (7% through December 31, 1998 and 8% thereafter) made payable   
to the order of the Company by Gainor, with interest paid currently on a        
quarterly basis and all principal paid at maturity (the "Note"). On or before   
February 1, 1999, Gainor will deliver to the Company a statement showing its    
revenue from operation of Diabetes during calendar 1998 (the "Post Closing      
Revenue"), and principal of the Note will be adjusted to equal the lesser of 75%
of the Post Closing Revenue or $17,000,000. The Company's applicable revenue for
the fiscal year ended June 30, 1997 (substantially all of which was related to  
the operations of Diabetes) was approximately $33,500,000, and 75% of such      
revenue would equal $25,125,000, an amount which is $8,125,000 greater than the 
required $17,000,000 minimum Post Closing Revenue for Diabetes in calendar 1998.
MANAGEMENT DOES NOT ANTICIPATE THAT THE NOTE WILL BE ADJUSTED TO REFLECT POST   
CLOSING REVENUE BELOW $17,000,000. In addition, principal of the Note will be   
further adjusted (i) within four months following the closing, either up or     
down, based upon a final determination of the audited Net Asset Value at closing
(the "Final Net Asset Value") and (ii) 12 months following the closing, downward
by the amount that Gainor's collections of the trade account receivables shown  
on the Company's balance sheet at closing are less than $6,000,000. On          
September 30, 1997, the Company's net trade account receivables exceeded        
$8,500,000. MANAGEMENT ANTICIPATES THAT FOLLOWING THE CLOSING GAINOR WILL       
COLLECT MORE THAN $6,000,000 OF THE COMPANY'S NET TRADE ACCOUNTS RECEIVABLE.    

   The Company will be required to pay in full approximately $4,500,000 of its
outstanding indebtedness, out of the cash portion of the purchase price, as     
necessary to release existing liens against the assets to be transferred to     
Gainor under the Sale Agreement. In addition, as a condition to Gainor's        
obligation to consummate the Gainor Transaction, the Company must pay its       
remaining liability for unpaid sales taxes that is owed to the State of         
California (an obligation that is reserved against in the Company's financial   
statements), which                                                              
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equaled approximately $441,000 on November 30, 1997 and which must be reduced   
by approximately $63,000 on the last day of each succeeding month thereafter.   

  The Note is fully subordinated to all Senior Indebtedness of Gainor, which
is defined as principal and accrued and unpaid interest on all Gainor financing 
obtained specifically to consummate the Gainor Transaction, as well as all other
Gainor indebtedness for borrowed money from institutional lenders or from any   
existing Gainor equity holder. The Note may be prepaid in whole or in part at   
any time without penalty or premium. In the event that Gainor registers the sale
of any of its equity securities for its own account in a firm commitment        
underwriting the proposed gross proceeds of which are at least $25,000,000, the 
Company may elect to convert the Note, in whole or in part, into the type of    
Gainor equity securities that are offered in the underwritten offering. In the  
event that the proposed gross offering proceeds are less than $25,000,000,      
however, Gainor and the underwriter of the proposed Gainor offering may limit   
the amount outstanding under the Note that can be so converted. The number of   
Gainor securities to be issued upon conversion (the "Conversion Shares") shall  
be determined by dividing the aggregate outstanding dollar amount to be         
converted by the per share offering price of the equity securities actually sold
in the underwritten offering. The Company will be granted "piggyback"           
registration rights, exercisable on two occasions, to include its Conversion    
Shares in an underwritten offering by Gainor , subject to the Company's entering
into an underwriting agreement on customary terms and conditions with the       
underwriter selected by Gainor for its own offering (which terms may include the
underwriter's authority to limit the number of shares which may be offered by   
the Company in such underwritten offering).                                     

  If prior to the third anniversary of the closing of the Gainor Transaction
(the "Third Anniversary") the Company elects to convert an amount outstanding   
under the Note such that outstanding principal would fall below $10,000,000, or 
if any conversion at any time would result in outstanding Note principal falling
below the aggregate amount of all outstanding, unpaid and unresolved claims for 
indemnification under the Sale Agreement (the "Claim Amount"), then a number of 
the Conversion Shares shall be pledged to Gainor to secure the Company's        
indemnification obligations under the Sale Agreement. The pledge shall operate  
such that the aggregate of the amount of remaining Note principal and the value 
of the Conversion Shares pledged shall equal the greater of $10,000,000 or the  
Claim Amount, if conversion occurs prior to the Third Anniversary; if conversion
occurs after the Third Anniversary, then the number of shares pledged shall have
a value equal to the Claim Amount.                                              

 At the Closing, Healthcare and Edward Buchholz, a member of the Company's
Board of Directors and the Company's Executive Vice President, will enter       
into a 3-year Employment Agreement pursuant to which Mr. Buchholz will act as   
President of Healthcare. Mr. Buchholz's compensation under such Employment      
Agreement will be $150,000 per year, plus an annual bonus equal to a maximum    
of $35,000 per year based upon Mr. Buchholz meeting certain performance         
criteria set by Healthcare's board of directors. Mr. Buchholz will also receive.
customary employment benefits available to other Gainor executives (e.g.,       
medical, dental , disability and life insurance coverage).  Mr. Buchholz's      
current employment agreement with the Company provides a base salary of         
$150,000 per year, a discretionary bonus, a maximum $1,000 per month car        
allowance, a $350,000 life insurance policy and other customary employment      
benefits. Each of the Company and the Shareholders will enter into a 5-year     
Non-                                                                            

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Competition Agreement pursuant to which the Company and such Shareholders       
will be prohibited from competing with Gainor in its operation of the           
Business and the existing Gainor business at the time of consummating the       
Gainor Transaction. Following consummation of the Gainor Transaction all        
obligations under Mr. Robinson's employment agreement with Diabetes will be     
assigned to the Company.                                                        

At the time that it negotiated the Purchase Price for the Gainor        
Transaction, although the Company was actively soliciting the sale of the       
Business, it was not aware of any other potential purchasers of the Business.   
Due to the fact that the Purchase Price offered by Gainor was believed to be    
quite favorable to the Company and its stockholders, the Company did not        
actively solicit additional potential purchasers for the Business following     
its receipt of Gainor's proposal. The Company did not seek the report or        
opinion of any outside party to help in establishing or negotiating the         
amount of consideration to be received by the Company for sale of the           
Business in the Gainor Transaction. As a condition to consummation of its       
purchase, however, the Company sought and obtained an independent opinion to    
confirm that the previously established and negotiated purchase price was       
fair to the Company and its stockholders. Such independent opinion was not      
used to establish the Purchase Price for the business negotiated with Gainor,   
but merely confirmed the fairness of such consideration.                        

  In the event that the Gainor Transaction does not close for any reason not
attributable to Gainor, and prior to November 14, 1998 either (i) a person      
other than a Shareholder gains control of more than 15% of the issued and       
outstanding stock of the Company with the assistance or approval of the         
Company, its management, members of its Board of Directors or any               
Shareholder, (ii) the Company merges or effects any other business              
combination with any person the result of which is that the stockholders of     
the Company prior to such transaction own less than 80% of the resulting        
entity, or (iii) the Company sells or leases or otherwise transfers all or 30%  
or more of its assets taken as a whole to any person, then in such event the    
Company shall pay to Gainor the sum of $2,000,000 upon the consummation of      
such transaction.                                                               

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OPINION OF FINANCIAL ADVISOR                                                    

Valuemetrics, Inc. has acted as a financial advisor to the Company in   
connection with the Gainor Transaction and has assisted the Board of            
Directors in its examination of the fairness, from a financial point of view,   
of the Purchase Price, as hereinafter defined, to be paid to the Company and    
the Selling Subsidiaries for the Purchased Companies and Purchased Assets.      
Pursuant to the terms of the Agreement, at the Closing (as defined therein),    
the Company and the Selling Subsidiaries will receive the Purchase Price.       

 On December 16, 1997, Valuemetrics rendered its oral opinion to the Board
of Directors that, as of the date of such opinion, the Purchase Price was       
fair, from a financial point of view, to the Company and the Selling            
Subsidiaries. Valuemetrics subsequently rendered a written opinion confirming   
its earlier oral opinion that, as of December 16, 1997, the Purchase Price is   
fair, from a financial point of view, to the Company and the Selling            
Subsidiaries.                                                                   

Valuemetrics' opinion is for the benefit and use of the Board of        
Directors of Universal Self Care, Inc. in its consideration of the Gainor       
Transaction. The opinion does not constitute a recommendation of the            
Transaction over any other alternative transactions which may be available to   
the Company and does not address the underlying business decision of the        
Board of Directors of Universal Self Care, Inc. to proceed with or effect the   
Transaction. Furthermore, the opinion does not constitute a recommendation by   
Valuemetrics to any stockholder to vote in favor of the Gainor Transaction.     
The summary of the opinion of Valuemetrics set forth herein is qualified in     
its entirety by reference to the full text of such opinion, which is annexed    
hereto as Exhibit B.                                                            

 FACTORS CONSIDERED.  In connection with rendering its oral opinion to the
Board of Directors on December 16, 1997, Valuemetrics performed a variety of    
financial analyses and considered the following material factors: (i) the       
Company's business and operations and the industry in which the Company         
operates; (ii) the Company's historical operating results and budget; (iii)     
the Purchase Price proposed to be paid in connection with the proposed          
transaction; (iv) the current tangible book value of the Company; (v) the       
stock price performance of the Company; (vi) the Purchase Price compared to     
the value implied by the publicly quoted stock price of Universal Self Care,    
Inc. and by other companies in comparable transactions; and (vii) the recent    
deterioration in the Company's operating performance. Based upon such           
analyses and factors, Valuemetrics concluded that the Purchase Price is fair,   
from a financial point of view, to the Company and the Selling Subsidiaries.    
The summary set forth below does not purport to be a complete description of    
the analyses performed by Valuemetrics in this regard.                          

The preparation of a fairness opinion is a complex analytical process   
involving various determinations as to the most appropriate and relevant        
methods of financial analyses and the application of those methods to the       
particular circumstances and, therefore, such an opinion is not readily         
susceptible to partial analysis or a summary description. In arriving at its    
opinion, Valuemetrics did not attribute any particular weight to any one        
analysis or factor considered by it, but rather made qualitative judgements     
as to the significance and relevance of each analysis and factor.               

Accordingly, Valuemetrics believes that its analyses must be considered 
as a whole and that selecting portions of its analyses and factors, without     
considering all analyses and factors, could create a misleading or incomplete   
view of the processes underlying such analyses and its opinion. In its          
analyses, Valuemetrics made numerous assumptions with respect to Universal      
Self Care, Inc. and Gainor, industry outlook, general business, economic        
market and financial conditions and other matters, many of which are beyond     
the control of the Company. The estimates contained in such analyses are not    
necessarily indicative of actual values or predictive of future results or      
values, which may be significantly more or less favorable than those            
suggested by such analyses. In addition, analyses relating to the value of      
businesses or securities do not purport to be appraisals or to reflect the      
prices at which businesses or securities actually may be sold. Accordingly,     
such analyses and estimates are inherently subject to substantial uncertainty.  

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UNIVERSAL SELF CARE DUE DILIGENCE AND ANALYSIS.  Valuemetrics reviewed  
certain financial and other information of the Company that was publicly        
available, including SEC filings. In conducting its due diligence of the        
Company, Valuemetrics reviewed a number of documents, including, but not        
limited to:                                                                     

(i)    Monthly consolidated budget of Universal Self Care, Inc. and             
   Subsidiaries for the fiscal year ending June 30, 1998 (the "Budget");

(ii)   Forms 8-K filed on September 9, 1996 and July 7, 1997;                   

(iii)  Prospectus of Universal Self Care, Inc. dated December 10, 1992;         

(iv)   Form S-3 Registration Statement and Post-Effective Amendment No. 1 to    
 Form SB-2 Registration Statement on Form S-3 Registration Statement
filed on July 11, 1997;                                           

(v)    Certificate of Incorporation of Universal Self Care, Inc. and all        
amendments thereto;                                               

(vi)   Certificate of Designations, Preferences and Relative, Participating,    
Optional or Other Special Rights of Series A Redeemable Preferred 
Stock;                                                            

(vii)  Certificate of Designations, Preferences and Relative, Participating,    
Optional or Other Special Rights of Series B Convertible Preferred
Stock;                                                            

(viii) Certificate of Correction to Correct a Certain Error in the              
   Certificate of Designations, Preferences and Relative, Participating,
Optional or Other Special Rights of Series B Convertible Preferred
Stock;                                                            

(ix)   Universal Self Care, Inc. 1992 Employee Stock Option Plan;               

(x)    Universal Self Care, Inc. Management Non-Qualified Stock Option Plan;    

(xi)   Loan and Security Agreement by and among Universal Self Care, Inc.,      
    Diabetes Self Care, Inc., PCS, Inc.-West, Physicians Support Services,
Inc. and Healthpartners Funding L.P. dated August 15, 1996;       

(xii)  Publicly reported trading activity in the common stock of Universal      
   Self Care, Inc. for the period from November 11, 1994 through October
1, 1997; and                                                      

(xiii) Public news releases by Universal Self Care, Inc. for the period from    
November 5, 1995 through July 28, 1997.                           

 Valuemetrics also reviewed the annual financial statements of the Company
for the fiscal years ended June 30, 1993 through June 30, 1997 as presented     
in the Forms 10-KSB and/or 10-KSB/A, as well as the quarterly financial         
statements of the Company for the fiscal quarters ended September 30,           
December 31, and March 31, 1996 and 1997 as presented in Forms 10-Q and         
10-QSB. Valuemetrics also reviewed the internally prepared, unaudited           
Consolidating Financial Statements of Universal Self Care, Inc. and             
Subsidiaries for the fiscal year ended June 30, 1997 and the fiscal quarter     
ended September 30, 1997, portions of the Company's internal financial and      
operating reports for the months of October and November 1997, and the          
Company's current and future operating performance as compared to the Budget.   
In addition, Valuemetrics reviewed available industry and market research       
concerning: (i) diabetes, (ii) the history and development of the Company,      
(iii) industry trends, (iv) competition, and (vii) substitute technology or     
procedures.                                                                     

In rendering its opinion, Valuemetrics conducted on site due diligence  
and held discussions with the Company's key management and advisors. Material   
investigation topics included: (i) Company history, (ii) products, (iii) end    
markets, (iv) competitors, (v) suppliers, (vi) personnel and management,        
(vii) general industry trends, (viii) development strategy for the Company,     
(ix) operating cost structure, (x) capital spending program, (xi) financial     
contingency plans, (xii) budgets and financial controls, (xiii) status of       
discussions with alternative buyers of the Purchased Companies and the          
Purchased Assets and (xiv) the deterioration in the operating performance of    
the Company during the first five months of the Company's fiscal year ending    
June 30, 1998.                                                                  

MARKET EFFICIENCY STUDY.  In connection with rendering its opinion,     
Valuemetrics performed a variety of financial analyses including an             
assessment of the public market valuation of the Company as well as             
independent valuations of the Company. With respect to such analyses,           
Valuemetrics conducted a study of the efficiency of the market price of the     
Company's common stock. This efficiency study was comprised of both             
qualitative and quantitative analyses, including a statistical analysis of      
the historical market price of the Company's stock to determine the degree of   
auto-correlation from trade to trade. During recent times, the Company's        
stock has been thinly traded. According to Valuemetrics' analysis, the market   
for Universal Self Care, Inc.'s stock did not exhibit the characteristics of    
an efficient market.                                                            

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Therefore, it is Valuemetrics' determination that the per share market value    
of Universal Self Care, Inc. may not be a reliable indicator of value.          

COMPARABLE TRANSACTIONS ANALYSIS.  Valuemetrics performed a Merger &    
Acquisition Analysis of the multiples paid in selected acquisition              
transactions. The companies utilized in the Merger & Acquisition Analysis       
included companies that possessed general business, operating and financial     
characteristics representative of the companies in the industry in which the    
Company operates. The specific transactions reviewed included, but were not     
limited to, the following (target, acquiror, date of announcement): Health      
Management, Inc. by Counsel Corporation, August 1997; American Medserve Corp.   
by Omnicare, Inc., August 1997; HMIS, Inc. by American Medserve Corp., June     
1997; Health Management, Inc. by Transworld Home Healthcare, Inc. November      
1996 and January 1997; Pharmacare, Inc. by Capstone Pharmacy Services, Inc.,    
March 1997; Pennsylvania Prescriptions, Inc. by Capstone Pharmacy Services,     
Inc., March 1997; TeamCare, Inc. by Vitalink Pharmacy Services, Inc.,           
February 1997; Portaro Pharmacies, Inc. by Capstone Pharmacy Services, Inc.,    
January 1997; Clinical Care-SNF Pharmacy, Inc. Capstone Pharmacy Services,      
Inc., January 1997; Alger Health Services, Inc. by Capstone Pharmacy            
Services, Inc., January 1997; Institutional Pharmacy, Inc. by Capstone          
Pharmacy Services, Inc., December 1996; Happy Harry's, Inc., by Capstone        
Pharmacy Services, Inc., October 1996; Liberty Medical Supply, Inc. by          
Polymedica Industries, Inc., August 1996; StatScript Management Services,       
Inc., by Chronimed, Inc., July 1996; Good Samaritan Supply Services, Inc. by    
America Medserve Corp, April 1996; Systemed, Inc. by Merck & Co., Inc., April   
1996; IMD Corporation by Capstone Pharmacy Services, Inc., February 1996;       
Geri-Care Systems, inc. and Scripts & Things, Inc. by Capstone Pharmacy         
Services, Inc., January 1996; Home Pharmacy, a division of Arc Ventures, Inc.   
by Mednet MPC Corp., September 1995; and Premier Pharmacy, Inc. by Capstone     
Pharmacy Services, Inc., May 1995.                                              

In its comparable transaction analysis, Valuemetrics utilized the       
following ratios: the market capital as a multiple of sales, operating          
income, EBITDA, and pretax income of the selected acquired companies. The       
estimated range of values for the Purchased Companies and the Purchased         
Assets using the Merger & Acquisition Analysis was $6,000,000 to $68,000,000,   
with a midpoint of $32,300,000 (rounded). Valuemetrics noted that the value     
of the Purchase Price is approximately $27,900,000, which is within the range   
of value suggested by the Merger & Acquisition Analysis.                        

MARKET COMPARABLES ANALYSIS.  In its Market Comparables Analysis,       
Valuemetrics compared the relevant historical and current operating results     
of the Purchased Companies and the Purchased Assets with such financial and     
operating results of selected publicly traded companies in the context of a     
Comparable Company Analysis. The companies utilized in the Market Comparables   
Analysis included companies that possessed general business, operating and      
financial characteristics representative of the companies in the industry in    
which the Company operates. The specific companies reviewed included: Advance   
Paradigm, Inc.; Express Scripts, Inc.; MIM Corp.; Vitalink Pharmacy Services,   
Inc.; Chronimed, Inc.; Transworld Home Healthcare, Inc.; Omnicare, Inc.;        
Capstone Pharmacy Services, Inc.; and Polymedica Industries, Inc.               

In its Market Comparables Analysis, Valuemetrics utilized the following 
ratios in its determination of the fair market value of the Purchased Assets    
and the Purchased Companies: the market capital as a multiple of book           
capital, sales, historical earnings, historical cash flow, historical           
earnings before interest and taxes (EBIT), and historical earnings before       
interest taxes, depreciation, and amortization (EBITDA) of the selected         
public companies. Valuemetrics also examined the ratios of market capital to    
future earnings and future cash flow to determine the value of the Purchased    
Companies and Purchased Assets. The estimated value of the Purchased            
Companies and Purchased Assets using the historical measures of operating       
performance from the Market Comparables Analysis was $15,700,000 (rounded).     
Because of the negative variance of the Company's operating performance         
during the first five months of the Company's fiscal year ending June 30,       
1998 from the Budget, which may cause the Company to incur operating losses     
for such fiscal year, the future measures of operating performance derived      
from the Market Comparable Analysis did not produce meaningful estimates of     
the value of the Purchased Companies and the Purchased Assets. Valuemetrics     
noted that the value of the Purchase Price of approximately $27,900,000 is      
greater than the range of value suggested by the Market Comparables Analysis.   

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OPTION PRICING ANALYSIS.  Valuemetrics performed an Option Pricing      
Analysis which included an analysis of (i) all options issued and outstanding   
under the 1992 Stock Option Plan (ii) the Management Non-Qualified Stock        
Option Plan, (iii) Series B Convertible Preferred Stock and (iv) all other      
outstanding options and warrants. Valuemetrics used a Black Scholes option      
valuation methodology to value the outstanding options and warrants. Based      
upon the Company's current stock price, the specific terms and conditions of    
the outstanding options and warrants and certain assumptions regarding the      
future volatility of asset returns, Valuemetrics estimated the value of the     
outstanding options and warrants to be within the range of approximately        
$500,000 to $2,300,000 (rounded).                                               

GAINOR DUE DILIGENCE AND ANALYSIS.  Valuemetrics reviewed certain       
financial and other information concerning Gainor. Among other things,          
Valuemetrics reviewed: (i) the Operating Agreement of Gainor Medical            
Management, LLC; (ii) the audited financial statements of Gainor Medical        
Management, LLC and Affiliated Companies for the fiscal year ending December    
31, 1996; (iii) the description of the business and ownership of Gainor         
Medical Management, LLC, prepared by Gainor; and (iv) the pro forma operating   
and financial forecast of Gainor and the Purchased Companies and the            
Purchased Assets for the fiscal years ending December 31, 1998 through 2004.    
In addition, Valuemetrics reviewed available industry and market research       
concerning: (i) diabetes, (ii) the history and development of Gainor, (iii)     
industry trends, (iv) competition, and (v) substitute technology or             
procedures.                                                                     

In rendering its opinion, Valuemetrics conducted due diligence and held 
discussions with Gainors's management. Among other things, investigation        
topics included: (i) Gainor's history, (ii) current business strategy, (iii)    
competitors, (iv) sources of cash and liquidity, (v) personnel and              
management, (vi) general industry trends, (vi) services and technologies,       
(vii) operating cost structure, (viii) capital spending program, (ix)           
contingency plans, (x) budgets and financial controls, and (xi) investors.      

 FORM OF PURCHASE PRICE.  As consideration for the Purchased Companies and
the Purchased Assets, the Company will receive approximately $10,500,000 in     
cash ($17,000,000, subject to certain adjustments for the cash of the           
Purchased Companies and certain liabilities assumed) and a convertible          
subordinated promissory note with a face value of $17,000,000. The Note,        
whose issuer will be Gainor, will mature in greater than five years, but less   
than six years, bear interest at 7.00 percent for the first year and 8.00       
percent thereafter and be subordinated to the senior indebtedness of Gainor.    
If Gainor registers the sale of any of its equity securities for its own        
account in a public offering under a firm underwriting agreement, the Note      
will be convertible into the shares of Gainor at fair market value of the       
shares at the time of the offering at the option of the holder of the Note,     
subject to the permission of the underwriters of the offering. The face value   
of the Note is subject to adjustment based on any claims by Gainor or the       
Company under the indemnification provisions of the Agreement, on any post      
closing adjustments under the provisions of the Agreement, and on the revenue   
of Diabetes Self Care, Inc. during the twelve-month period ending December      
31, 1998. Based on the operating forecast prepared by the management of the     
Company, Valuemetrics assumed that a reduction in the face value of the Note    
would not be expected. Also, based on the operating forecast of Diabetes        
prepared by Gainor, Valuemetrics assumed that a reduction in the face value     
of the Note would not be expected.                                              

Valuemetrics also assessed the value and credit quality of the Note.    
Based on the terms of the Note, assuming that the Note is not converted into    
the stock of Gainor prior to its maturity and, further, that the Note is not    
reduced or increased due to a claim under the indemnification provisions of     
the Agreement, to a post closing adjustment, or to a shortfall of the           
revenues derived from Diabetes, Valuemetrics assumed that the present value     
of the cash flows from the Note is approximately $16,100,000, taking into       
consideration market rates of interest for similar instruments. Also, based     
on the same assumptions and the pro forma projections of Gainor, the            
Purchased Companies, and the Purchased Assets, provided by Gainor,              
Valuemetrics assumed that Gainor would meet the payment schedule and would      
comply with the terms of the Note.                                              

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COMPARISON OF PURCHASE PRICE TO PUBLIC MARKET VALUES OF COMPANY COMMON  
STOCK.  Prior to the announcement of the Gainor Transaction, which was          
disclosed in the Form 10-Q for the fiscal quarter ended September 30, 1997      
filed by the Company on November 17, 1997, the publicly quoted price for the    
common stock of the Company was approximately $2.44 per share. Subsequent to    
the filing of the Form 10-Q for the fiscal quarter ended September 30, 1997     
and its disclosure of the initial proposed terms of the Gainor Transaction,     
the per share price for the common stock of the Company declined. On            
December 16, 1997, one day prior to the announcement of the First Amendment to  
Asset Purchase Agreement, the publicly quoted per share price for the common    
stock of the Company was approximately $1.625 per share. The Purchase Price     
suggests a sale of the Purchased Companies and Purchased Assets below the       
value of the Purchased Companies and Purchased Assets implied by the publicly   
quoted stock price of the Company as of November 14, 1997, the trading day      
immediately prior to the initial announcement of the Gainor Transaction and     
the operating and financial performance of the Company during the fiscal        
quarter ended September 30, 1997. However, Valuemetrics noted that the          
Purchase Price of approximately $27,900,000 represents a premium of five        
percent from the value of the Purchased Companies and the Purchased Assets      
implied by the publicly quoted stock price as of December 15, 1997, one day     
prior to public disclosure of the First Amendment to Asset Purchase             
Agreement. Given the results of the market efficiency study, the value          
implied by the public stock price is not necessarily reflective of the value    
of the Purchased Companies and the Purchased Assets. Also, given some           
disparity between the value of the Purchased Companies and the Purchased        
Assets as determined by the Merger & Acquisition and Market Comparables         
Analyses and as implied by the publicly quoted stock price of Universal Self    
Care, Inc., Valuemetrics considered the publicly quoted stock price and the     
value that it implies for the Purchased Companies and the Purchased Assets as   
less significant in the determination of the fairness of the Gainor             
Transaction.                                                                    

 PURCHASE PRICE OF TAX CONSEQUENCES.  Valuemetrics' assistance provided to
the Board of Directors as to the fairness, from a financial point of view, of   
the Purchase Price to be paid to the Company and the Selling Subsidiaries for   
the Purchased Companies and Purchased Assets is limited exclusively to the      
pretax value of the Purchase Price. It is Valuemetrics' understanding that      
the structure of the Transaction is costly to the Company from a taxation       
standpoint. As a result of the Transaction, the Company will incur a tax        
liability of approximately $6,225,000, net of the realization of the            
Company's net operating loss carryforwards. The payment of the tax liability    
may cause substantial dilution. However, Valuemetrics is not aware of           
alternative transaction structures mutually agreeable to both the Company and   
Gainor. Furthermore, the tax consequences of the Transaction are beyond the     
purview of Valuemetrics.                                                        

 FEES AND EXPENSES.  As compensation for its services as financial advisor
to the Company, the Company has agreed to pay Valuemetrics a fee of             
approximately $47,000, plus out of pocket costs. The Company has also agreed    
to indemnify Valuemetrics against certain liabilities arising out of or in      
connection with its engagement.                                                 

Valuemetrics, Inc., a nationally recognized financial advisory firm, has
regularly been engaged in the valuation of businesses and their securities in   
connection with mergers and acquisitions, sales and other corporate purposes.   
The Company selected Valuemetrics based on its experience and expertise.        
Prior to October 23, 1997, the date upon which the Company's Board engaged      
Valuemetrics to render financial advisory services to the Board, Valuemetrics   
had not previously provided financial advisory services to the Company, nor     
did Valuemetrics have any relationship with the Company or any of its Board     
members.                                                                        
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MANAGEMENT'S APPRAISAL OF THE GAINOR TRANSACTION AND FUTURE STRATEGY            

    THE COMPANY'S MANAGEMENT ALSO BELIEVES THAT THE CONSIDERATION TO BE RECEIVED
IN THE GAINOR TRANSACTION IS FAIR TO THE COMPANY AND ITS STOCKHOLDERS FOR       
SEVERAL REASONS.                                                                

First, without regard to income tax considerations, the anticipated cash
portion of the Purchase Price alone will be less, by only approximately         
$13,253,888, than the market value for all the outstanding Company Common       
Stock based upon the last reported sale price for a share of Company Common     
Stock on the Nasdaq Small Cap Market ("Nasdaq") on the trading date             
immediately preceding the announcement by the Company (November 17, 1997) of    
the Gainor Transaction ($23,727,972). However, the anticipated cash portion     
of the Purchase Price will be only $5,328,357 less than such market value on    
the date preceding the announcement by the Company (December 16, 1997) of the   
signing of the First Amendment ($15,802,441). When the principal of the Note is 
added to the cash portion of the Purchase Price, the total Purchase Price       
exceeds by more than $3,746,000 such market value on the trading date           
immediately preceding the announcement by the Company of the Gainor Transaction.
However, the total Purchase Price exceeds such market value on the date         
preceding the announcement by the Company of the First Amendment                
(December 16, 1997) by more than $11,671,644. On November 17, 1997, the date of 
the first announcement, the last reported sale price for a share of Company     
Common Stock was $2.625, for an aggregate market value for all outstanding      
Company Common Stock as reported on Nasdaq of approximately $25,527,019 on      
that date. Second, the Business operates in a rapidly developing, heavily       
regulated industry that is increasingly dominated by large companies having     
significantly greater financial resources than the Company, and it is           
believed that without significantly increasing its financial resources the      
Company will find it difficult to improve upon its operating performance, and   
even more difficult to become profitable and generate annual income. The        
Company's past performance in the last two fiscal years has been                
characterized by a decreasing annual revenue stream that has resulted in        
increasingly limited cash flow and accelerating financial losses. Third, the    
Business derives a significant amount of revenues (more than 90%) from          
payments made by governmental intermediaries, and the future impact of          
federal and state budget constraints and shifting federal and state health      
care policies upon governmental programs and reimbursement rates is uncertain   
to predict. For example, the Company has recently been informed that Medicare   
reimbursement rates on many of the products that it sells will be reduced by    
approximately 10% in 1998. Fourth, as an existing vendor to the Company,        
Gainor is a strategic purchaser of the Business and a purchaser that the        
Company believes is intent upon entering the businesses in which the Company    
operates either by purchasing existing operations or by developing competing    
operations of its own. Gainor is better financed than the Company, in part      
through relationships with a significant equity holder. The Company believes    
that should Gainor enter the markets in which the Business operates             
independently and not through purchase of the Business itself, Gainor would     
constitute a formidable competitor in the industry to the detriment of the      
Company's future operations. Fifth, and lastly, insofar as Gainor is a          
strategic purchaser of the Business, the Company believes that in the event     
that the Company were to decide to sell the Business at a future time it        
would not be able to obtain as favorable of a price for that business should    
another strategic purchaser not be subsequently available.                      

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The Company has entered into the Gainor Transaction principally as a way
to create additional value for its stockholders by obtaining an attractive      
price for sale of the Business, approximately 35% in cash anticipated at        
closing. Indeed, the net book value of the assets of the Business to be sold    
in the Gainor Transaction, based upon the Company's September 30, 1997          
unaudited financial statements (approximately $4,770,000), represents           
approximately 40% of the anticipated cash proceeds to be received at closing    
($11,820,000), without any deduction for the estimated taxes to be paid with    
respect to such cash proceeds (see below).                                      

Following closing of the Sale Agreement in connection with the Gainor   
Transaction, the Company's management intends to redirect the Company's business
focus through the acquisition of a new business or new businesses, although it  
is not yet known in which direction the Company will develop its future business
operations. At this time the Company has no specific business or businesses     
which it intends, or is obligated, to purchase.                                 

Management believes that receipt of the proceeds from sale of the       
Business will increase stockholder value. The significant amount of cash made   
available to the Company for its acquisition program will permit the            
acquisition of businesses which, over the long-term, will be expected to        
generate higher levels of net income than those historically generated by the   
Business. Finally, following the Gainor Transaction, the amount of cash         
resources to be available to the Company should enable the Company to obtain    
favorable pricing for any future businesses that it decides to acquire.         

    As a result of all of the factors recited above with respect to the fairness
of the terms of the Gainor Transaction to the Company and its stockholders, as  
well as the potential for increased stockholder value as a result of the        
application of proceeds from the Gainor Transaction, Management of the Company  
believes the Gainor Transaction to be in the best interests of the Company and  
its stockholders.                                                               

FEDERAL INCOME TAX CONSEQUENCES                                                 

For Federal income tax purposes, the sale by the Company will generate a
taxable gain, measured by the difference between the amount realized on the sale
and the tax basis of the assets sold. This gain can be offset by current year   
operating losses, and available net operating loss carry forwards.              

 It is currently estimated that the Federal income tax on this sale, after
taking into account the estimated losses and carry forwards, would be           
approximately $4,900,000. In addition, the gain would be subject to state income
taxes in the approximate amount of $1,325,000.                                  

   To the extent that a portion of the sales price is payable with a note, the
Company can elect to report the gain under the installment method, whereby the  
tax on the portion of the gain, attributable to such note is deferred until the 
note is collected, pledged or otherwise disposed of. This would operate to defer
the entire Federal tax of approximately $4,900,000 and $840,000 of the          

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state taxes.                                                                    

 The Company will be liable for an interest charge on the deferred Federal
tax in the amount of approximately $310,000 per year. Such interest charge will 
be reduced as the gain is reported.                                             

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION                          

    The following pro forma consolidated financial statements have been prepared
to show the proposed disposition of all of the Company's (including its         
subsidiaries') operating assets in the Gainor Transaction.                      

 The following unaudited pro forma consolidated balance sheet presents the
pro forma financial position of the Company at September 30, 1997 as if the     
proposed sale had occurred on such date. Included are adjustments to record the 
value of the consideration paid to the Company, the disposition of assets sold  
and liabilities assumed, the write-off of intangible assets connected with the  
disposed operations and the settlement of a substantial portion of the remaining
liabilities.                                                                    

  The unaudited pro forma consolidated statements of operations for the year
ended June 30, 1997 and three months ended September 30, 1997 reflect the       
Company in a non-operating mode after the disposition, whereupon certain        
corporate general and administrative expenses will remain with the Company and  
the Company's income will consist of interest collected upon the note issued in 
the sale and on excess cash, as if the sale had occurred on July 1, 1996.       

The unaudited pro forma consolidated statements of operations do not    
necessarily represent actual results that would have been achieved had the sale 
occurred on July 1, 1996, nor may it be indicative of future operations. These  
unaudited pro forma consolidated financial statements should be read in         
conjunction with the Company's historical financial statements and notes        
thereto, which are included in the Company's 1997 Annual Report, which has been 
delivered along with this Proxy Statement.                                      

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UNIVERSAL SELF CARE, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

ASSETS

                                                        [Enlarge/Download Table]

                                                       BALANCE AT                                                  
                                                      SEPTEMBER 30,         PRO FORMA ADJUSTMENTS                  
                                                      -------------    -----------------------------               
                                                          1997             DEBIT            CREDIT        TOTAL    
                                                      -------------    -------------      -----------  ----------- 
                                                                                                                   
CURRENT ASSETS                                                                                                     
Cash................................................   $   471,658 (1)  $ 10,474,084 (3)  $ 4,241,300   $6,704,442 
Accounts receivable, net allowance for doubtful                                                                    
  accounts of $2,347,967............................     8,552,235                   (1)    8,552,235           -- 
Inventories.........................................       461,437                   (1)      461,437           -- 
Prepaid expenses....................................        74,200                   (1)       74,200           -- 
                                                      -------------    -------------      -----------  ----------- 
      TOTAL CURRENT ASSETS..........................     9,559,530                                       6,704,442 
LONG-TERM NOTES RECEIVABLE, NET OF DISCOUNT.........               (1)    16,100,000                    16,100,000 
PROPERTY AND EQUIPMENT, net of accumulated                                                                         
  depreciation of $696,729..........................       964,729                   (1)      964,729           -- 
INTANGIBLE ASSETS, net of accumulated amortization                                                                 
  of $889,999.......................................     5,762,663                   (2)    5,762,663           -- 
                                                      -------------    -------------      -----------  ----------- 
DEPOSITS AND OTHER ASSETS...........................        41,706                   (1)       41,706           -- 
                                                      -------------    -------------      -----------  ----------- 
                                                      -------------    -------------      -----------  ----------- 
                                                       $16,328,628      $26,574,084       $20,098,270  $22,804,442 
                                                      -------------    -------------      -----------  ----------- 
                                                      -------------    -------------      -----------  ----------- 
                               LIABILITIES                                                                         
CURRENT LIABILITIES                                                                                                
    Accounts payable................................   $ 3,941,435 (1)  $ 3,941,435       $            $        -- 
    Notes payable-current portion...................       206,528                                         206,528 
    Accrued liabilities.............................     2,533,325 (1)    1,878,637                         89,211 
                                                                   (3)      565,477                                
    State audit reserves............................       700,000                                         700,000 
    Payroll taxes payable...........................       550,522 (1)      550,522                                
    Accrued income tax payable--current portion.....                                 (1)      475,000      475,000 
                                                      -------------     -----------       -----------  ----------- 
      TOTAL CURRENT LIABILITIES.....................     7,931,810                                       1,470,739 
LONG-TERM NOTES PAYABLE, net of current portion.....       207,083                                         207,083 
REVOLVING CREDIT LOAN...............................     3,675,823 (3)    3,675,823                             -- 
DEFERRED INCOME TAXES PAYABLE--long term portion....                                 (1)    5,750,000    5,750,000 
REDEEMABLE PREFERRED STOCK, Series A................     1,686,324                                       1,686,324 
STOCKHOLDERS' EQUITY                                                                                               
    Preferred stock, Series B Cumulative                                                                           
      Convertible, $.0001 par value, 10,000,000                                                                    
      shares authorized, 1,580,000 shares issued and                                                               
      outstanding...................................       505,000                                         505,000 
    Common stock, $.0001 par value 40,000,000 shares                                                               
      authorized, 9,724,579 shares issued and                                                                      
      outstanding as of September 30, 1997..........           972                                             972 
    Additional paid-in capital......................    14,045,838                                      14,045,838 
    Retained earnings (deficit).....................   (11,724,222) (2)   5,762,663 (1)    16,625,371     (861,514)
                                                      ------------                                      ---------- 
    TOTAL STOCKHOLDERS' EQUITY......................     2,827,588                                      13,690,296 
                                                      ------------      -----------       -----------  ----------- 
                                                       $16,328,628      $16,374,557       $22,850,371  $22,804,442 
                                                      ------------      -----------       -----------  ----------- 
                                                      ------------     ------------       -----------  ----------- 

------------------------                                                        

See Notes to Pro forma Financial Statements                                     

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UNIVERSAL SELF CARE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                   THREE MONTHS                                                
                                                       ENDED                                                   
                                                   SEPTEMBER 30,        PRO FORMA ADJUSTMENTS        TOTAL     
                                                   -------------      --------------------------  ------------ 
                                                       1997              DEBIT          CREDIT                 
                                                   -------------      ----------     -----------               
                                                                                                               
REVENUES..........................................   $ 8,258,138 (1)  $8,258,138     $            $         -- 
                                                                                                  ------------ 
COST OF GOODS SOLD................................     4,884,197                 (1)  4,884,197             -- 
                                                   -------------                                               
GROSS PROFIT......................................     3,373,941                                            -- 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES......     3,875,907 (3)     279,250 (1)  3,875,907        279,250 
                                                   -------------                                  ------------ 
OPERATING INCOME (LOSS)...........................      (501,966)                                     (279,250)
                                                   -------------                                  ------------ 
OTHER INCOME (EXPENSES)                                                                                        
      Interest (expense), net.....................      (143,391)                (1)    133,051        (10,340)
      IRS interest on deferred installment gain...            -- (4)      77,500                       (77,500)
      Interest income.............................            --                 (2)    412,000        412,000 
                                                   -------------                                  ------------ 
TOTAL OTHER INCOME (EXPENSES).....................      (143,391)                                      324,160 
                                                   -------------                                  ------------ 
NET INCOME (LOSS) BEFORE INCOME TAXES.............      (645,357)                                       44,910 
PROVISION FOR INCOME TAXES........................            -- (5)      17,964                        17,964 
                                                   -------------    ------------   ------------   ------------ 
NET INCOME (LOSS)                                   $   (645,357)   $  8,632,852     $9,305,155   $     26,946 
                                                   -------------    ------------   ------------   ------------ 
                                                   -------------    ------------   ------------   ------------ 
NET INCOME (LOSS) PER SHARE                         $      (0.07)                                 $       0.00 
                                                   -------------                                  ------------ 
                                                   -------------                                  ------------ 
WEIGHTED AVERAGE SHARES...........................     9,724,579                                     9,724,579 
                                                   -------------                                  ------------ 
                                                   -------------                                  ------------ 

See Notes to Pro Forma Financial Statements                                     

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UNIVERSAL SELF CARE, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                       YEAR ENDED                                               
                                                        JUNE 30,         PRO FORMA ADJUSTMENTS         TOTAL    
                                                      ------------     ----------------------------- ---------- 
                                                                                                                
                                                          1997             DEBIT          CREDIT                
                                                      ------------     ------------     -----------             
REVENUES............................................. $ 34,001,626 (1) $ 34,001,626     $            $       -- 
                                                                                                     ---------- 
COST OF GOODS SOLD...................................   19,981,506                  (1)  19,981,506          -- 
                                                      ------------                                              
GROSS PROFIT.........................................   14,020,120                                           -- 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.........   15,798,780 (3)    1,117,000 (1)  15,798,780   1,117,000 
                                                      ------------                                   ---------- 
OPERATING INCOME (LOSS)..............................   (1,778,660)                                  (1,117,000)
                                                      ------------                                   ---------- 
OTHER INCOME (EXPENSES)                                                                                         
        Interest (expense), net......................     (874,572)                 (1)     833,211     (41,361)
        IRS interest on deferred installment gain....           -- (4)      310,000                    (310,000)
        Interest income..............................           --                  (2)   1,645,000   1,645,000 
                                                      ------------                                   ---------- 
        TOTAL OTHER INCOME (EXPENSES)................     (874,572)                                   1,293,639 
                                                      ------------                                   ---------- 
NET INCOME (LOSS) BEFORE INCOME TAXES................   (2,653,232)                                     176,639 
PROVISION FOR INCOME TAXES...........................           -- (5)       70,656                      92,503 
                                                      ------------     ------------     -----------  ---------- 
NET INCOME (LOSS).................................... $ (2,653,232)     $35,499,282     $38,258,497    $105,983 
                                                      ------------     ------------     -----------  ---------- 
                                                      ------------     ------------     -----------  ---------- 
NET INCOME (LOSS) PER SHARE.......................... $       (.33)                                  $     0.01 
                                                      ------------                                   ---------- 
                                                      ------------                                   ---------- 
WEIGHTED AVERAGE SHARES..............................    8,084,278                                    8,084,278 
                                                      ------------                                   ---------- 
                                                      ------------                                   ---------- 

                   See Notes to Pro Forma Financial Statements

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UNIVERSAL SELF CARE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA

CONSOLIDATED FINANCIAL STATEMENTS 

A. The following unaudited pro-forma adjustments are included in the    
accompanying unaudited pro forma consolidated balance sheet at September 30,    
1997:                                                                           

 (1) To record the sale of all the Company's operating assets with
assumption by the buyer of certain accounts payable totaling $3,941,435 
and accrued expenses of $1,878,637. The sale price is assumed to be $34 
million, constituted as follows: $17 million cash (as decreased for the 
assumption of accounts payable and accrued expenses totaling $5,212,416)
and a $17 million note receivable payable over a minimum of 5 years     
(subject to prepayment), bearing interest at 7% for the first year      
and 8% thereafter. The Company has recorded a discount of $900,000 on   
the note. The estimated gain on sale is $22,534,035. The estimated      
tax impact to the Company is $6.225 million (after consideration of the 
Company's net operating loss carry forwards).                           

     (2) To write off all remaining goodwill and intangible assets related
to the Company's operations upon the disposal.                          

  (3) To utilize a portion of cash receipts from the sale to pay off
the revolving credit loan and amount due on the California sales tax    
audit settlement.                                                       

B. The following pro-forma adjustments are included in the accompanying 
unaudited pro forma consolidated statements of operations for the year ended    
June 30, 1997 and three months ended September 30, 1997, which have been        
prepared to reflect the sale as if it had occurred on July 1, 1996:             

 (1) To eliminate the operations of the disposed business from the
Company's statement of operations.                                      

(2) To record interest income at an annual rate of 7% on the $17
million note receivable, and 6% on the remaining cash.                  

     (3) To record estimated general corporation expenses of $1,117,000 on
an annual basis.                                                        

(4) To record IRS interest on deferred installment gain.        

(5) To record provision of income tax.                          

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   Following consummation of the Gainor Transaction, the assets comprising the
Business that is sold will be accounted for as constituting discontinued        
operations of the Company.                                                      

    The Company is not in arrears with respect to the declaration and payment of
dividends on its securities.                                                    

    The Company's Common Stock is traded principally on Nasdaq under the trading
symbol "USCI". On November 14, 1997, the trading date immediately preceding     
public announcement of execution of the Sale Agreement, the high and low sale   
prices of the Company's Common Stock as reported on Nasdaq were $2.625 and      
$2.5625, respectively.                                                          

The failure by Company stockholders to authorize and approve the Gainor 
Transaction will prevent the effectiveness and prevent consummation of the      
Gainor Transaction.                                                             

MANAGEMENT BELIEVES THE SALE OF THE COMPANY'S BUSINESS TO GAINOR MEDICAL
MANAGEMENT, LLC IS IN THE BEST INTEREST OF THE COMPANY AND RECOMMENDS THAT IT BE
AUTHORIZED AND APPROVED.                                                        

IV.    Authorization and Ratification of the 1997 Stock Option Plan for         
Non-employee Directors                                                          

The Company established the 1997 Stock Option Plan for Non-Employee     
Directors (the "Directors Plan") on November 21, 1997. A copy of the Directors  
Plan is annexed as Exhibit C. The purpose of the Directors Plan is to provide   
additional incentive to the non-employee directors of the Company who share a   
significant role in and responsibility for guiding management's planning for the
growth of the Company. Under the Directors Plan, which is to be administered by 
a committee of the Company's Board of Directors the members of which are not    
eligible to participate in the Directors Plan (the "Committee"), each eligible  
Non-Employee Director will be granted non-qualified options to acquire 10,000   
shares of the Company's Common Stock on the date following approval of the      
Directors Plan by the Company's stockholders, and on each succeeding July 1 upon
which such Non-Employee Director is an existing member of the Company's Board of
Directors (or the first succeeding business day thereafter on which the Common  
Stock is traded on the principal securities exchange on which it is listed).    
There will be 300,000 shares of Common Stock reserved for issuance pursuant to  
options granted under the Directors Plan. The exercise price per share of Common
Stock for which each option is exercisable shall be the average of the closing  
bid and asked prices of the stock (or the closing sale price of the stock if    
traded on a national securities exchange) as generally reported for the         
principal securities market on which the Company's Common Stock is listed. Each 
option granted under the Plan shall be fully exercisable on the date of option  
grant. Each option granted under the Plan shall expire five years from the date 
of grant, and shall be subject to earlier termination as hereinafter provided.  
In the event of the termination of service on the Board by the holder of any    
option granted under the Directors Plan, other than by reason of mandatory      
retirement, permanent disability or death, the then outstanding options of such 
holder shall be exercisable only to the extent that they were exercisable on the
date of such termination and shall expire three months after such termination,  
or on their stated expiration                                                   

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date, whichever occurs first. In the event of termination of service by         
reason of mandatory retirement pursuant to Board policy or permanent            
disability of the holder of any option, each of such holder's then              
outstanding options granted under the Directors Plan will continue to become    
exercisable in accordance with the terms set forth above, but the holder        
shall be entitled to exercise such options (including any portions that         
become exercisable after termination) within three years of such termination,   
but in no event shall any affected option be exercisable after its expiration   
date. In the event of the death of the holder of any option, each of the then   
outstanding options of such holder shall become immediately exercisable in      
full, and shall be exercisable by the holder's legal representative at any      
time within a period of three years after death, but in no event shall any      
affected option be exercisable after its expiration date. However, if the       
holder dies within two years following termination of service on the Board by   
reason of mandatory retirement or permanent disability, any option granted      
under the Directors Plan shall be exercisable only until the earlier of (x)     
the later of (i) one year after the holder's death or (ii) two years after      
such termination, or (y) the expiration date of the option.  The option         
exercise price shall be paid in cash and the cash price can be paid with the    
proceeds of a loan from the Company to the participant for such purpose or by   
the surrender of shares of Common Stock of the Company, valued at their fair    
market value on the date of exercise, or by any combination of cash and such    
shares.                                                                         

   Management believes authorization and approval of the Directors Plan of the
Company is in the best interest of the Company and recommends that it be        
authorized and ratified.                                                        

V.     Authorization and Approval of A Name Change Amendment to the             
Company's Certificate of Incorporation.                                         

Pursuant to the terms of the Sale Agreement, upon consummation of the   
Gainor Transaction the Company is required to change its corporate name to      
from "Universal Self Care, Inc. to Tadeo Holdings, Inc. in order to avoid any   
confusion between the Business acquired from the Company by Gainor and any      
business operated by the Company in the future. As a result, as a part of the   
consummation of the Gainor Transaction, Company stockholders must authorize     
and approve an amendment to the Company's Certificate of Incorporation that     
effects a change of the Company's name to Tadeo Holdings, Inc. in order for     
the Gainor Transaction to be consummated. A copy of the Amendment to the        
Company's Certificate of Incorporation that changes the name of the             
Corporation to Tadeo Holdings, Inc. (the "Amendment") is annexed as Exhibit     
D. The Amendment is only to be effective in the event that the Gainor           
Transaction is consummated pursuant to the Terms of the Sale Agreement, and     
management of the Company. is only authorized to execute and file the           
Amendment with the appropriate regulatory authorities upon such consummation    
of the Gainor Transaction.                                                      

  Management believes authorization and approval of the Amendment as part of
then Gainor Transaction is in the best interest of the Company and recommends   
that it be authorized and ratified.                                             

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VI. TO AMEND THE CORPORATION'S CERTIFICATE OF INCORPORATION TO INCREASE THE     
NUMBER OF THE CORPORATION'S AUTHORIZED SHARES BY 60,000,000 SHARES OF   
COMMON STOCK                                                            

 At the Annual Meeting a vote will be taken on a proposal to authorize the
amendment of the Company's Certificate of Incorporation to increase the number  
of shares authorized for issuance thereunder from 40,000,000 authorized shares  
of Common Stock to 100,000,000 authorized shares of Common Stock, which         
amendment is to be effective only upon closing the Sale Agreement identified in 
Proposal III ,above. In reflecting upon the Company's present capital structure,
management of the Company believes that the current authorized number of common 
and preferred shares is inadequate for the Company's purposes following the     
closing of the Sale Agreement with respect to the sale of the Company's existing
business and operating assets to Gainor Medical. Management believes that the   
Company needs more authorized shares of Common Stock in its capital structure in
order either to support its ability to consummate potential future acquisitions 
of new businesses or to raise additional working capital funds for any such     
business that it may acquire in the future. The purpose of the proposal to amend
the Company's Certificate of Incorporation is to enhance the Company's ability  
to meet the needs of its post-Closing acquisition program, by providing added   
flexibility for consummation of potential acquisitions and working capital      
financing by creating a large pool of unissued shares of Common Stock to be used
as consideration for such acquisitions, as well as for capital formation.       
Management sees the need for the proposed increase in its capital structure at  
this time despite the absence of current plans for issuance of such shares to   
raise additional working capital funds, or in connection with any specific      
acquisitions. Management also believes that, insofar as the Company is seeking  
stockholder approval at this time for the other proposals identified in this    
solicitation material, it is more cost effective for the Company concurrently to
approach stockholders for approval of such increase in its authorized capital.  

  Management believes approval of the amendment of the Company's Certificate
of Incorporation to increase the Company's authorized capital by 60,000,000     
shares of Common Stock, effective upon the closing of the Sale Agreement with   
Gainor Medical, is in the best interest of the Company and recommends that such 
amendment be authorized and ratified.                                           

XIXI.  Other Business                                                           

 While management of the Company does not know of any matters which may be
brought before the Meeting, other than as set forth in the Notice of Meeting,   
the proxy confers discretionary authority with respect to the transaction of any
other business. It is expected that the proxies will be voted in support of     
management on any question which may properly be submitted to the meeting.      

INCLUSION OF STOCKHOLDER PROPOSALS IN THE COMPANY'S PROXY STATEMENT             

If any stockholder desires to put forth a proposal to be voted on at the
1999 Annual Meeting of Stockholders and wishes that proposal to be included in  
the Company's Proxy Statement to be delivered to stockholders in connection with
such meeting, that stockholder must cause such proposal to be received by the   
Company at its principal executive office no later than August 21, 1998. The    
Company intends to hold its 1999 Annual Meeting of Stockholders on or before    
January 31, 1999. Any request for such a proposal, should be accompanied by a   
written representation that the person making the request is a record or        
beneficial owner of the lesser of                                               

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at least 1% of the outstanding shares of the Company's Common Stock or $1,000   
in market value of the Company's common shares and has held such shares for     
at least one year as required by the Proxy Rules of the Securities and          
Exchange Commission.                                                            

Availability of Form 10-KSB                                                     

  The Company will provide, without charge, to any stockholder, upon written
request of such stockholder, a copy of the Annual Report on Form 10-KSB for the 
fiscal year ended June 30, 1997 as filed with the Securities and Exchange       
Commission, including all financial statements and financial statement schedules
required to be filed therewith.                                                 

 Any request for a copy of the Form 10-KSB should include a representation
that the person making the request was the beneficial owner, as of the record   
date, of securities entitled to vote at the Annual Meeting of Stockholders. Such
requests should be addressed to: Universal Self Care, Inc., 11585 Farmington    
Road, Livonia, Michigan 48150- Attention: Robert Ortlieb, Investor Relations.   

------------------------------------------------------------------------------- 
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY 
IN THE ENVELOPE PROVIDED FOR SUCH PURPOSE 
------------------------------------------------------------------------------- 

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UNIVERSAL SELF CARE, INC. 
PROXY-ANNUAL MEETING OF STOCKHOLDERS
JANUARY 19, 1998

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS IN CONNECTION WITH THE
ANNUAL MEETING OF STOCKHOLDERS OF UNIVERSAL SELF CARE, INC. TO BE HELD ON       
JANUARY 19, 1998. ANY STOCKHOLDERS HAS THE RIGHT TO APPOINT AS HIS PROXY A      
PERSON (WHO NEED NOT BE A STOCKHOLDER) OTHER THAN ANY PERSON DESIGNATED BELOW,  
BY INSERTING THE NAME OF SUCH OTHER PERSON IN ANOTHER PROPER FORM OF PROXY.     

The undersigned, a stockholder of Universal Self Care, Inc., (the       
"Corporation"), hereby revoking any proxy herein before given, does hereby      
appoint Brian D. Bookmeier and Alan M. Korby, or either of them, as his proxy   
with full power of substitution, for and in the name of the undersigned to      
attend the Annual Meeting of Stockholders to be held on January 19, 1998 at     
the Holiday Inn Livonia-West, 17123 North Laurel Park Drive, Livonia, Michigan  
48152, at 10:00 a.m., local time, and at any adjournments thereof, and to vote  
upon all matters specified in the notice of said meeting, as set forth herein,  
and upon such other business as may properly come before the meeting, all       
shares of stock of said Corporation which the undersigned would be entitled to  
vote if personally present at the meeting.                                      

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED  
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, SUCH SHARES    
WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR IDENTIFIED BELOW AND FOR ALL        
PROPOSALS.                                                                      

1. THE ELECTION OF DIRECTORS                                                    

Election of the following proposed directors to hold office until the   
next Annual Meeting of Stockholders or until their successors shall be  
elected and shall qualify: Brian D. Bookmeier, James Linesch. Damon D.  
Testaverde and Peter W. Rothberg.                                       

FOR ALL NOMINEES (EXCEPT AS MARKED TO THE CONTRARY) WITHHOLD ALL NOMINEES       

( )FOR                  ( )AGAINST                   ( )ABSTAIN 

  AUTHORITY TO WITHHOLD A VOTE FOR ANY OF THE ABOVE NAMED INDIVIDUALS SHOULD
BE INDICATED BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF THE        
NOMINEE.                                                                        

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2. Ratify the Appointment of Feldman, Radin & Co., P.C. as independent          
auditors for the Corporation for the fiscal year ending June 30, 1998.    

( )FOR                  ( )AGAINST                   ( )ABSTAIN 

3. Authorize and approve the sale of all or substantially all of the assets     
of the Company's Business to a subsidiary of Gainor Medical Management,   
LLC as part of the Gainor Transaction under the terms of the Sale         
Agreement, and authorize and approve the terms of the Sale Agreement, all 
Exhibits thereto, and the transactions contemplated thereby.              

( ) FOR                 ( ) AGAINST                  ( ) ABSTAIN

4. To authorize and approve the 1997 Stock Option Plan for Non-Employee         
Directors.                                                                

( ) FOR                 ( ) AGAINST                  ( ) ABSTAIN

5. To authorize an amendment to the Company's Certificate of Incorporation,     
effective upon consummation of the Gainor Transaction pursuant to the     
terms of the Sale Agreement, to change the name of the Corporation from   
"Universal Self Care, Inc." to "Tadeo Holdings, Inc."                     

( ) FOR                 ( ) AGAINST                  ( ) ABSTAIN

6. To authorize an amendment to the Company's Certificate of Incorporation,     
effective upon consummation of the Gainor Transaction pursuant to the     
terms of the Sale Agreement, to increase the authorized capital of the    
Company by increasing the number of authorized shares of Common Stock from
40,000,000 shares, $.0001 par value, to 100,000,000 shares of Common      
Stock, $.0001 par value.                                                  

( ) FOR                 ( ) AGAINST                  ( ) ABSTAIN

7. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER      
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.                         

( )FOR                  ( )AGAINST                   ( )ABSTAIN 

Dated: , 1998.                         -----------------------------------      
       Signature

                                 -----------------------------------
        Print Name

                                 -----------------------------------
                        Signature, if Jointly Held

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                                 -----------------------------------
        Print Name

                              PLEASE SIGN EXACTLY AS YOUR NAME
                           APPEARS HEREIN, if signing as
                                attorney, executor, administrator,
                                trustee or guardian, indicate such
                                    capacity. All joint tenants must sign.
                                   If a corporation, please sign in full
                                  corporate name by president or other
                                   authorized officer. If a partnership,
                                please sign in partnership name by
                authorized person.

                                 The Board of Directors request that
                               you fill in the date and sign the
                                 Proxy and return it in the enclosed
       envelope.

                                    IF THE PROXY IS NOT DATED IN THE ABOVE
                                    SPACE, IT IS DEEMED TO BE DATED ON THE
                               DAY ON WHICH IT WAS MAILED BY THE
          CORPORATION.

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                                                                       Exhibit A

    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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"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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(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                                                                  

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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                                     

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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.                                           

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     (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                                           

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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]                                 

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 (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                                                                             

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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        

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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;      

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              (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                                                   

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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                                              

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       (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.   

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(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.      

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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                                        

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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.                                                     

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     (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.                                   

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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;                                                  

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    (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.         

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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.                                                       

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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.                    

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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;      

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      (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);                                                                     

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                 (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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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                                                         

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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.                                                                          

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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                                             

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  (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.                                                     

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(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                                                             

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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).                                   

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  (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.                  

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(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                 

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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       

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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.            

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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.                                                         

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   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.                                                           

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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                                            

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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                                         

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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.                                                

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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.                                                                 

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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                           

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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                                                                 

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STOCKHOLDERS:                                                                   

_________________________________     ______________________________        
BRIAN D. BOOKMEIER                    EDWARD T. BUCHHOLZ                    

_________________________________     ______________________________        
MATTHEW B. GIETZEN                    ALAN M. KORBY                         

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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.                

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Transferred Accounts.                                                           

All bank accounts of the Selling Companies.                                     

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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                                                    

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 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                                                                       

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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                 

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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                                    

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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                                           

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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                                            

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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           

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              (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.                                            

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 (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                           

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                   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                                      

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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:                                       

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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                                                               

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     FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT

This First Amendment to the Asset Purchase Agreement (the "AGREEMENT"), dated as
of November 24, 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 parties named above entered
into an Asset Purchase Agreement on November 14, 1997 (the "Purchase            
Agreement"). The Purchase Agreement contained an error with respect to the      
calculation of the amount to be paid to Universal, using the revenue of the     
"Purchased Companies" for calculation of the Post Closing Revenue, rather than  
the revenue of Diabetes Self Care, Inc. only, as agreed by the parties. In order
to correct such mistake, and to make additional changes agreed to by the        
parties, the parties hereby agree as follows:                                   

1.  Sections 2.2(a)(ii) and (iii) of the Asset Purchase Agreement are hereby    
replaced in their entirety with the following:                                  

 (ii)    an amount equal to 75% of the Post Closing Revenue (as defined in
Section 2.5(b)) or $17 million, whichever is less, plus                         

   (iii)   the sum (whether positive or negative) of (1) the cash shown on the
Closing Balance Sheets, less (2) the book value at Closing of the Gainor Assumed
Liabilities required to be listed in a balance sheet, prepared in accordance    
with GAAP, less (3) all liabilities of the Purchased Companies shown on the     
Closing Balance Sheets, and less (4) the amount of the pledge by the Universal  
Entities to the American Diabetes Association (the aggregate of (1)-(4) being   
referred to herein as the "Closing Net Asset Value"); and                       

2.  The second sentence of Section 2.3(b) is hereby replaced in its entirety    
with the following:                                                             

The Note shall be reduced post closing as set forth in Section 2.5(b)   

3.  Section 2.5 (b) of the Asset Purchase Agreement is hereby replaced in its   
entirety with the following:                                                    

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  (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)   
$17 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  
Diabetes Self Care, Inc. for calendar year 1998, less sales taxes, allowable    
adjustments and other sales adjustments, all determined in accordance with GAAP.
In the event that Diabetes Self Care, Inc. is 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 Diabetes Self Care, Inc. 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.                                                           

4.  Section 2.5(c) of the Asset Purchase Agreement is hereby replaced in its    
entirety with the following:                                                    

(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 $6    
million during that 12 month period.                                            

5.  Section 2.6(a) shall be replaced in its entirety with the word "Omitted".   

6.  Section 6.6 of Exhibit C to the Asset Purchase Agreement entitled           
"Employment Agreement" shall have a new Section 6.6 as follows:         

6.6     For a period of three years from the date hereof, Employee shall
   not directly or indirectly work for Universal Self Care, Inc. or any of its
subsidiaries, affiliates or successors in interest to its business or   
   assets, whether as an officer, director, key employee, partner, consultant,
  holder of an equity or debt investment, lender or in any other management,
sales, consulting or business development capacity, except in accordance
with the written authorization of HMS.                                  

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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:/s/ Mark J. Gainor                       By:/s/ Mark J. Gainor               
  -------------------------------------       --------------------------------

Mark J. Gainor                              Mark J. Gainor                      
----------------------------------------    ----------------------------------- 
Print Name                                  Print Name                          

Pres./CEO/Mgr Part.                         Pres/CEO                            
----------------------------------------    ----------------------------------- 
Print Title                                 Print Title                         

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

By:/s/ Brian D. Bookmeier                   By:/s/Brian D. Bookmeier            
  -------------------------------------       --------------------------------

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

President                                   President                           
----------------------------------------    ----------------------------------- 
Print Title                                 Print Title                         

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

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

President                                   President                           
----------------------------------------    ----------------------------------- 
Print Title                                 Print Title                         

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

By:/s/ Brian D. Bookmeier                   By:/s/ Brian D. Bookmeier           
  -------------------------------------       --------------------------------

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

President                                   President                           
----------------------------------------    ----------------------------------- 
Print Title                                 Print Title                         

USCI HEALTHCARE MANAGEMENT SOLUTIONS, INC.                                      

By:/s/ Brian D. Bookmeier                                                       
-------------------------------------                                     

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

President                                                                       
----------------------------------------                                        
Print Title                                                                     

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STOCKHOLDERS:                                                                   

/s/ Brian D. Bookmeier                      /s/ Edward T. Buchholz              
----------------------------------------    ----------------------------------- 
BRIAN D. BOOKMEIER                          EDWARD T. BUCHHOLZ                  

/s/ Matthew B. Gietzen                      /s/ Alan M. Korby                   
----------------------------------------    ----------------------------------- 
MATTHEW B. GIETZEN                          ALAN M. KORBY                       

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                                                                       Exhibit B

               December 16, 1997

The Board of Directors of Universal Self Care, Inc.                             
Universal Self Care, Inc.                                                       
11585 Farmington Road                                                           
Livonia, MI 48150                                                               

Board of Directors:                                                             

We understand that Universal Self Care Inc. (the "Company"), its      
subsidiaries, Clinishare Diabetes Centers, Inc., Physicians Support Services,   
Inc., USC-Michigan, Inc., PCS, Inc.-West, Diabetes Self Care, Inc., ("DSC")     
and USCI Healthcare Management Solutions, Inc. ("HMS"), (together, the          
"Subsidiaries"), and Certain of its Stockholders, Brian D. Bookmeier, Edward    
T. Buchholtz, Matthew B. Gietzen, and Alan M. Korby (together, the              
"Stockholders") and Gainor Medical Management, LLC, and Gainor Medical          
Acquisition Company (together, "Gainor") have entered into an Asset Purchase    
Agreement, as amended, (the "Agreement"), whereby, among other things, the      
Company will sell DSC and HMS (the "Purchased Companies"), and the              
Subsidiaries, excluding DSC and HMS (the "Selling Subsidiaries"), will sell     
substantially all of their assets (the "Purchased Assets") to Gainor (the       
"Transaction"). As consideration for the Purchased Companies and the            
Purchased Assets, the Company and the Selling Subsidiaries will receive (i)     
cash in the amount of $17,000,000, net of certain adjustments, including the    
cash of the Purchased Companies and certain liabilities of the Company and      
the Subsidiaries to be assumed (the "Cash Consideration"), (ii) a convertible   
subordinated promissory note in the face value of $17,000,000 (the "Note"),     
and Gainor will assume certain liabilities of the Subsidiaries (the Gainor      
Assumed Liabilities" and together with the Cash Consideration and the Note,     
the "Consideration"). The Note, whose maker will be Gainor, will mature in      
greater than five years, but less than six years, bear interest at 7.00         
percent for the first year and 8.00 percent thereafter, will be convertible     
at fair market value into the shares of Gainor at the time of the closing of    
an underwritten public offering of any equity securities of Gainor, subject     
to certain conditions, including, but not limited to, the registration of the   
equity securities of Gainor for an underwritten public offering, and will be    
subordinated to the senior indebtedness of Gainor. Furthermore, the face        
value of the Note will be subject to adjustment based on any claims by Gainor   
or the Company under the indemnification provisions of the Agreement, on any    
post closing adjustments under                                                  

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Universal Self Care, Inc.                                                       
December 16, 1997                                                               
Page 2                                                                          

the provisions of the Agreement, and on the revenue of DSC during the           
twelve-month period ending December 31, 1998.                                   

You have requested our opinion, as financial advisors, as to the      
fairness, from a financial point of view, to the Company and to the Selling     
Subsidiaries of the Consideration to be paid for the Purchased Companies and    
the Purchased Assets in the Transaction.                                        

  In conducting our analysis of the Company and arriving at our opinion as
expressed herein, we have reviewed and analyzed certain financial and other     
information of the Company that was publicly available; including filings       
made with the Securities and Exchange Commission (the "SEC"). The documents     
reviewed by Valuemetrics include, but are not limited to:                       

(i)     Monthly consolidated budget of Universal Self Care, Inc. and            
     Subsidiaries for the fiscal year ending June 30, 1998 (the "Budget");

(ii)    Forms 8-K filed on September 9, 1996 and July 7, 1997;                  

(iii)   Prospectus of Universal Self Care, Inc. dated December 10, 1992;        

(iv)    Form S-3 Registration Statement and Post-Effective Amendment No. 1 to   
   Form SB-2 Registration Statement on Form S-3 Registration Statement
filed on July 11, 1997;                                         

(v)     Certificate of Incorporation of Universal Self Care, Inc. and all       
amendments thereto;                                             

(vi)    Certificate of Designations, Preferences and Relative, Participating,   
  Optional or Other Special Rights of Series A Convertible Preferred
Stock;                                                          

(vii)   Certificate of Designation, Preferences and Relative, Participating,    
  Optional or Other Special Rights of Series B Convertible Preferred
Stock;                                                          

(viii)  Certificate of Correction to Correct a Certain Error in the             
     Certificate of Designations, Preferences and Relative, Participating,
  Optional or Other Special Rights of Series B Convertible Preferred
Stock;                                                          

(ix)    Universal Self Care, Inc. 1992 Employee Stock Option Plan;              

(x)     Universal Self Care, Inc. Management Non-Qualified Stock Option Plan;   

(xi)    Loan and Security Agreement by and among Universal Self Care, Inc.,     
Diabetes Self Care, Inc., PCS, Inc.-West, Physicians Support    
     Services, Inc. and Healthpartners Funding L.P. dated August 15, 1996;

(xii)   Publicly reported trading activity in the common stock of Universal     
Self Care, Inc. for the period from November 11, 1994 through   
October 1, 1997; and                                            

(xiii)  Public news releases by Universal Self Care, Inc. for the period from   
November 6, 1995 through July 28, 1997.                         

Valuemetrics also reviewed the annual financial statements of the Company for   
the fiscal years ended June 30, 1993 through June 30, 1997 as presented in      
the Forms 10-KSB and/or 10-KSB/A, as well as the quarterly financial            
statements of the Company for the fiscal quarters ended September 30,           
December 31, and March 31, 1996 and 1997 as presented in Forms 10-Q and         
10-QSB. Valuemetrics also reviewed the internally                               

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prepared, unaudited Consolidating Financial Statements of Universal Self        
Care, Inc. and Subsidiaries for the fiscal year ending June 30, 1997 and the    
fiscal quarter ending September 30, 1997, portions of the Company's internal    
financial and operating reports for the months of October and November, 1997,   
and the Company's current and future operating performance as compared to the   
Budget. In addition, we have reviewed available industry and market research    
and publicly available financial and stock performance data of companies that   
we deemed comparable to the Company.                                            

In conducting our analysis of Gainor and arriving at our opinion as   
expressed herein, we have reviewed and analyzed certain financial and other     
information of the Company and Gainor. The documents reviewed by Valuemetrics   
include, but are not limited to:                                                

(i)     Letter regarding the Acquisition of Assets of Universal Self Care,      
Inc. and Subsidiaries from Gainor Medical Management, LLC, dated
August 15, 1997;                                                

(ii)    Letter regarding the Acquisition of Assets of Universal Self Care,      
Inc. and Subsidiaries from Gainor Medical Management, LLC, dated
November 6, 1997;                                               

(iii)   Asset Purchase Agreement between Gainor Medical Management,             
LLC, Gainor Medical Acquisition Company and Universal Self      
Care, Inc. and its Subsidiaries Clinishare Diabetes Centers,    
Inc., Physicians Support Services, Inc., USC-Michigan, Inc.,    
PCS, Inc.-West, Diabetes Self Care Inc., Medical Accounting     
Specialists, Inc., and USCI Healthcare Management Solutions,    
Inc., and Certain of its Shareholders, Brian D. Bookmeier,      
Edward T. Buchholz, Matthew B. Gietzen, and Alan M. Korby,      
Dated November 14, 1997 and all Exhibits attached thereto,      
including, the Bill of Sale, the Contract Assignment Agreement, 
the Employment Agreement, the Gainor Assumption Agreement, the  
   Trademark Assignment Agreement, the Universal Assumption Agreement,
and the Convertible Subordinated Promissory Note;               

(iv)    the unexecuted First Amendment to the Asset Purchase Agreement, dated   
as of November 24, 1997;                                        

(v)     Letter regarding the Financing Proposal of Gainor Medical Management,   
LLC from LaSalle National Bank, Dated October 8, 1997;          

(vi)    Letter regarding the Discussion Draft of Proposed Terms and Conditions  
       for Gainor Medical Management, LLC from U.S. Bank National Association,
d/b/a First Bank National Association, Dated October 8, 1997;   

(vii)   Operating Agreement of Gainor Medical Management, LLC;                  

(viii)  Unaudited Pro Forma Consolidated Financial Statements of Universal      
   Self Care, Inc. and Subsidiaries as of September 30, 1997, compiled
by Feldman Radin & Co., P.C.;                                   

(ix)    Audited Financial Statements of Gainor Medical Management, LLC and      
  Affiliated Companies for the fiscal year ending December 31, 1996;

(x)     Description of the business and ownership of Gainor Medical             
Management, LLC, prepared by Gainor; and                        

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(xi)    Pro forma operating and financial forecast of Gainor and the            
 Purchased Companies and the Purchased Assets for the fiscal years
ending  December 31, 1998 through 2004.                         

In addition, we have reviewed available industry and market research            
pertaining to Gainor's operations and various assets.                           

In rendering our opinion, we have conducted on site due diligence and 
held discussions with certain officers, employees and representatives           
(including counsel and independent auditors) of the Company and Gainor,         
respectively, concerning the business and operations, assets, present           
condition and future prospects of the Company and Gainor and undertook such     
other studies, analyses and investigations as we have deemed appropriate.       

  In arriving at our opinion, we have assumed and relied upon the accuracy
and completeness of the financial and other information supplied to or          
otherwise used by us in arriving at our opinion and have not attempted          
independently to verify such information. With respect to the pro forma         
projections provided to us by Gainor of the expected future operating and       
financial performance of the Purchased Companies and the Purchased Assets       
combined with Gainor, we have assumed that they have been reasonably prepared   
on the bases reflecting the best currently available estimates and judgement    
of Gainor's management as to their expected future performance. We have not     
assumed any responsibility for the independent verification of any such         
information or projections provided to us and we have further relied upon the   
assurance of the management of Gainor that they are unaware of any facts that   
would make the information or projections provided to us incomplete or          
misleading. In arriving at our opinion, we have not performed or obtained any   
independent appraisal of the assets or liabilities of the Company, its          
subsidiaries, or Gainor. We have also assumed that the transactions described   
in the Agreement, as amended, would be consummated on the terms set forth       
therein, without waiver of any such terms.                                      

We have assumed, with the consent of the Company and Gainor, that the 
Transaction will comply with applicable federal and state laws, including,      
without limitation laws relating to bankruptcy, insolvency, reorganization,     
fraudulent conveyance, fraudulent transfer or other similar laws now or         
hereafter in effect affecting creditors' rights generally.                      

Our opinion, as expressed herein, is limited exclusively to the pretax
value of the Consideration. It is our understanding that the structure of the   
Transaction is costly to the Company from a taxation standpoint. As a result    
of the Transaction, the Company will incur a tax liability of approximately     
$6,225,000, net of the realization of the Company's net operating loss          
carryforwards. The payment of the tax liability may cause substantial           
dilution. However, we are not aware of alternative transaction structures       
mutually agreeable to both the Company and Gainor. Furthermore, the tax         
consequences of the Transaction are beyond our purview.                         

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Universal Self Care, Inc.                                                       
December 16, 1997                                                               
Page 5                                                                          

As part of our professional services, we are regularly engaged in the 
valuation of businesses and securities in connection with mergers,              
acquisitions, leveraged buyouts, sales of unlisted securities, and valuations   
for estate, corporate and other purposes. We have also taken into account our   
assessment of general economic, market and financial conditions and our         
experience in similar transactions, as well as our experience in securities     
valuation in general. Our opinion necessarily is based upon conditions as       
they exist and can be evaluated on the date hereof. Subsequent developments     
may affect this opinion, and we disclaim any obligation to update, revise or    
reaffirm this opinion.                                                          

 This letter and our opinion as expressed herein are for the benefit and
use of the Board of Directors of the Company in its consideration of the        
Transaction. The Board of Directors of the Company may rely upon this opinion   
with respect to the Transaction. This letter does not constitute a              
recommendation of the Transaction over any other alternative transactions       
which may be available to the Company and does not address the underlying       
business decision of the Board of Directors of the Company to proceed with or   
effect the Transaction. In addition, in rendering this opinion, we do not       
express any view as to the prices at which the Company's securities may         
trade prior to or following the Transaction. This letter does not constitute    
a recommendation by our firm to any particular member of the Board of           
Directors or to any Stockholder as to how such member or stockholder should     
vote in connection with the Transaction. This letter and the contents hereof    
may not be published, disseminated, referred to, summarized, described or       
otherwise used, nor shall any public reference to Valuemetrics, Inc., be        
made, without our prior written consent. We understand that this opinion will be
filed with the SEC and distributed to the Company's Shareholders as part of     
the Proxy Statement related to the proposed Transaction. As you are aware, we   
will receive a fee for our services to the Board of Directors in connection     
with rendering this opinion, and the Company has indemnified Valuemetrics for   
certain liabilities arising out of this engagement including the rendering      
of this opinion.                                                                

Based upon and subject to the foregoing, it is our opinion that, as of
the date hereof, the Consideration to be paid for the Purchased Companies and   
Purchased Assets is fair, from a financial point of view, to the Company and    
the Selling Subsidiaries.                                                       

               Very truly yours,

                VALUEMETRICS, INC.

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                                                                       Exhibit C

     UNIVERSAL SELF CARE, INC.
     1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

1.  PURPOSES.                                                                   

The 1997 Stock Option Plan for Non-Employee Directors (the "Plan") is   
established to attract, retain and compensate highly qualified individuals who  
are not employees of Universal Self Care, Inc.(the "Company") for service as    
members of the Board of Directors ("Non-Employee Directors") and to provide them
with an ownership Interest in the Company's common stock (the "Common Stock").  
The Plan will be beneficial to the Company and its stockholders by allowing     
these Non-Employee Directors to have a personal financial stake in the Company  
through an ownership interest in the Company's common stock, in addition to     
underscoring their common interest with stockholders in increasing the value of 
the Company's stock over the long term.                                         

2.  EFFECTIVE DATE.                                                             

The Plan shall be effective as of the date it is adopted by the Board of
Directors of the Company, subject to the approval of the Plan by the holders of 
at least a majority of the outstanding shares of Company common stock present,  
or represented, and entitled to vote at the 1998 Annual Meeting of Stockholders.
Grants of options may be made under the Plan on and after its effective date,   
subject to stockholder approval of the Plan as provided above.  In the event    
such approval is not obtained, any options granted under the Plan shall be null 
and void.                                                                       

3.  ADMINISTRATION OF THE PLAN.                                                 

The Plan shall be administered by a committee appointed by the Board of 
Directors and consisting of Directors who are not eligible to participate in the
Plan (the "Committee"), or by the full Board of Directors in the event that a   
Committee has not been appointed (in the event that a Committee has not been    
appointed, any action hereunder to be taken by the Committee shall be taken by  
the Board of Directors).  Subject to the provisions of the Plan, the Committee  
shall be authorized to interpret the Plan, to establish, amend and rescind any  
rules and regulations relating to the Plan and to make all other determinations 
necessary or advisable for the administration of the Plan; PROVIDED, HOWEVER,   
that the Committee shall have no discretion with respect to the eligibility or  
Election of Non-Employee Directors to receive options under the Plan, the number
of shares of stock subject to any such options or the Plan, or the purchase     
price thereunder; and PROVIDED FURTHER, that the Committee shall not have the   
authority to take any action or make any determination that would materially    
increase the benefits accruing to participants under                            

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the Plan.  The Committee's interpretation of the Plan, and all actions taken and
determinations made by the Committee pursuant to the powers vested in it        
hereunder, shall be conclusive and binding upon all parties concerned including 
the Company, its stockholders and persons granted options under the Plan.  The  
Chairman of the Board and Chief Executive Officer of the Company, or any other  
officer of the Company as designated by the Committee, shall be authorized to   
implement the Plan in accordance with its terms and to take or cause to be taken
such actions of a ministerial nature as shall be necessary to effectuate the    
intent and purposes thereof.                                                    

4.  PARTICIPATION IN THE PLAN.                                                  

All active members of the Company's Board of Directors who are not as of
the date of any option grant employees of the Company or any of its subsidiaries
or affiliates shall be eligible to participate in the Plan.  Directors emeritus 
shall not be eligible to participate.                                           

5.  NON-QUALIFIED STOCK OPTIONS.                                                

Only non-qualified stock options ("Options") may be granted under this  
Plan.                                                                           

6.  TERMS, CONDITIONS AND FORM OF OPTIONS.                                      

  (A)  OPTION GRANT DATES.  Options to purchase Ten Thousand (10,000) shares
of Common Stock (as adjusted pursuant to Section 8) shall be automatically      
granted to each eligible Non-Employee Director on the date following approval of
the Plan at the 1998 Annual Stockholders Meeting and on an annual basis to each 
eligible Non-Employee Director on each July 1 thereafter (or the first          
succeeding business day thereafter of which the Common Stock is traded on the   
principal securities exchange on which it is listed).                           

(B)  EXERCISE PRICE.  The exercise price per share of Common Stock for  
which each option is exercisable shall be 100% of the fair market value per     
share of Common Stock on the date the Option is granted, which shall be the     
average of the closing bid and asked prices of the stock (or the closing sale   
price of the stock if traded on a national securities exchange) as generally    
reported for the principal securities exchange on which the Company's Common    
Stock is listed.                                                                

(C)  EXERCISABILITY AND TERM OF OPTIONS.  Each Option granted under the 
Plan shall become fully exercisable on the date of grant.  Each Option granted  
under the Plan shall expire five years from the date of grant, and shall he     
subject to earlier termination as hereinafter provided.                         

(D)  TERMINATION OF SERVICE.  In the event of the                       

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termination of service on the Board by the holder of any Option, other than by  
reason of mandatory retirement, permanent disability or death as set forth in   
paragraph (e) hereof, the then outstanding Options of such holder shall be      
exercisable only to the extent that they were exercisable on the date of such   
termination and shall expire three months after such termination, or on their   
stated expiration date, whichever occurs first.                                 

(E)  RETIREMENT, DISABILITY OR DEATH.  In the event of termination of   
service by reason of mandatory retirement pursuant to Board policy or permanent 
disability of the holder of any Option, each of the then outstanding Options of 
such holder will continue to become exercisable in accordance with Section 6(c) 
above, but the holder shall be entitled to exercise such Options, including any 
portions thereof that become exercisable after such termination, within three   
years of such termination, but in no event, after the expiration date of the    
Option.  In the event of the death of the holder of any Option, each of the then
outstanding Options of such holder shall become immediately exercisable in full,
and shall be exercisable by the holder's legal representative at any time within
a period of three years after death, but in no event after the expiration date  
of the Option.  However, if the holder dies within two years following          
termination of service on the Board by reason of mandatory retirement or        
permanent disability, such option shall be exercisable only until (x) the later 
of (i) one year after the holder's death or (ii) two years after such           
termination, or (y) the expiration date of the Option, if earlier.              

  (F)  PAYMENT.  The option price shall be paid in cash (whether or not such
cash is loaned by the Company to the participant for such purpose) or by the    
surrender of shares of Common Stock of the Company, valued at their fair market 
value on the date of exercise, or by any combination of cash and such shares.   

7.  SHARES OF STOCK SUBJECT TO THE PLAN.                                        

 The shares that may be purchased pursuant to Options under the Plan shall
not exceed an aggregate of 300,000 shares of Company Common Stock (as adjusted  
pursuant to Section 8).  Any shares subject to an Option grant which for any    
reason expires or is terminated unexercised as to such shares shall again be    
available for issuance under the Plan.                                          

8.  DILUTION AND OTHER ADJUSTMENT.                                              

In the event of any change in the outstanding shares of Company Common  
Stock by reason of any stock split, stock dividend, recapitalization, merger,   
consolidation, combination or exchange                                          

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of shares or other similar corporate change, such equitable adjustment shall be 
made in the Plan and the grants thereunder, including the exercise price of     
outstanding Options, as the Committee determines are necessary or appropriate,  
including, if necessary, any adjustments in the maximum number of shares        
referred to in Section 7 of the Plan.  Such adjustment shall be conclusive and  
binding for all purposes of the Plan.                                           

9.  MISCELLANEOUS PROVISIONS.                                                   

(A)  RIGHTS AS STOCKHOLDER.  A participant under the Plan shall have no 
rights as a holder of Company Common Stock with respect to Option grants        
hereunder, unless and until certificates for shares of such Common Stock are    
issued to the participant.                                                      

(B)  ASSIGNMENT OR TRANSFER.  No Options granted under the Plan or any  
rights or interests therein shall be assignable or transferable by a participant
except by will or the laws of descent and distribution.  During the lifetime of 
a participant, Options granted hereunder are exercisable only by, and payable   
only to, the participant.                                                       

  (C)  AGREEMENTS.  All Options granted under the Plan shall be evidenced by
agreements or certificates in such form and containing such terms and conditions
(not inconsistent with the Plan) as the Committee shall adopt.                  

(D)  COMPLIANCE WITH LEGAL REGULATIONS.  During the term of the Plan and
the term of any Options granted under the Plan, the Company shall at all times  
reserve and keep available such number of shares as may be issuable under the   
Plan, and shall seek to obtain from any regulatory body having jurisdiction,    
including the Office of the Secretary of State of the State of Delaware, any    
requisite authority required in the opinion of counsel for the Company in order 
to grant Options to purchase Shares of Company Common Stock or to issue such    
stock pursuant thereto.  If in the opinion of counsel for the Company the       
transfer, issue or sale of any shares of its stock under the Plan shall not be  
lawful for any reason, including the inability of the Company to obtain from any
regulatory body having jurisdiction authority deemed by such counsel to be      
necessary to such transfer, issuance or sale, the Company shall not be obligated
to transfer, issue or sell any such shares.  In any event, the Company shall not
be obligated to transfer, issue or sell any shares to any participant unless a  
registration statement which complies with the provisions of the Securities Act 
of 1933, as amended (the "Securities Act"), is in effect at the time with       
respect to such shares or other appropriate action has been taken under and     
pursuant to the terms and provisions of the Securities Act, or the Company      
receives evidence satisfactory to the Committee that the transfer, issuance     

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or sale of such shares, in the absence of an effective registration statement or
other appropriate action, would not constitute a violation of the terms and     
provisions of the Securities Act.  The Company's obligation to issue shares upon
the exercise of any Option granted under the Plan shall in any case be subject  
to the Company being satisfied that the shares purchased are being purchased for
investment and not with a view to the distribution thereof, if at the time of   
such exercise a result of such issuance of shares would otherwise violate the   
Securities Act in the absence of an effective registration statement relating to
such shares.                                                                    

  (C)  COSTS AND EXPENSES.  The costs and expenses of administering the Plan
shall be borne by the Company and not charged to any Option or to any           
Non-Employee Director receiving an Option.                                      

10. AMENDMENT AND TERMINATION OF THE PLAN.                                      

(A)  AMENDMENT.  The Committee may from time to time amend the Plan in  
whole or in part; PROVIDED, that no such action shall adversely affect any      
rights or obligations with respect to any Options theretofore granted under the 
Plan, AND PROVIDED FURTHER, that the provisions of Sections 4 and 6 hereof may  
not he amended more than once every six months, other than to comport with a    
change in the Internal Revenue Code or regulations thereunder.                  

Unless the holders of at least a majority of the outstanding shares of  
Company Common Stock present, or represented, and entitled to vote at a meeting 
of stockholders shall have first approved thereof, no amendment of the Plan     
shall be effective which would (i) increase the maximum number of shares        
referred to in Section 7 of the Plan or the number of shares subject to Options 
that may be granted pursuant to section 6(a) of the Plan to any one Non-Employee
Director or (ii) extend the maximum period during which Options may be granted  
under the Plan.                                                                 

 With the consent of the Non-Employee Director affected, the Committee may
amend outstanding agreements or certificates evidencing Options under the Plan  
in a manner not inconsistent with the terms of the Plan.                        

(B)  TERMINATION.  The Committee may terminate the Plan (but not any    
Options theretofore granted under the Plan) at any time.  The Plan (but not any 
Options theretofore granted under the Plan) shall in any event terminate on, and
no Options shall be granted after, September 1, 2006.                           

11. COMPLIANCE WITH SEC REGULATIONS.                                            

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 It is the Company's intent that the Plan comply in all respects with Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange      
Act"), and any related regulations.  If any provision of this Plan is later     
found not to be in compliance with such Rule and regulations, the provision     
shall be deemed null and void.  All grants and exercises of Options under this  
Plan shall be executed in accordance with the requirements of Section 16 of the 
Exchange Act and regulations promulgated thereunder.                            

12. GOVERNING LAW.                                                              

 The validity and construction of the Plan and any agreements entered into
thereunder shall he governed by the laws of the State of Delaware.              

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                                                                       Exhibit D

      CERTIFICATE OF AMENDMENT
      OF THE
      CERTIFICATE OF INCORPORATION
      OF
     UNIVERSAL SELF CARE, INC.

     Pursuant to Section 242 of the Delaware
     General Corporation Law

   Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, the undersigned, being the Chief Executive Officer of the      
Corporation, hereby certifies and set forths as follows:                        

    FIRST:    The name of the Corporation is Universal Self Care, Inc.
(the "Corporation").                                                            

   SECOND:   The Certificate of Incorporation of the Corporation was
filed by the Secretary of State on the 12th day of May, 1989.                   

        THIRD:    The Certificate of Incorporation is hereby amended to change
the corporate name and increase the number of authorized shares of the          
Corporation pursuant to Sections 241 and 242 of the General Corporation Law.    
Articles  "FIRST" and "FOURTH"  of the Certificate of Incorporation are hereby  
amended as follows:                                                             

"FIRST:   The name of the Corporation is Tadeo Holdings, Inc."

       "FOURTH:  The aggregate number of shares of capital stock that may be
issued by the Corporation is One Hundred (100,000,000) Shares, consisting of    
90,000,000 shares of Common Stock, par value $.0001 per share ("Common Stock")  
and Ten Million (10,000,000) shares of Preferred Stock ("Preferred Stock").     

    FOURTH:   The amendment to the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Sections   
228 and 242 of the General Business Law of the State of Delaware.               

        IN WITNESS WHEREOF, the undersigned hereby execute his name and affirm
that the statements made herein are true under the penalties of perjury, this   
__th day of _________, 1998.                                                    

                                      ----------------------------------------
                                      Brian Bookmeier, Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREM14A’ Filing		Date		First		Last			Other Filings
		9/1/06		124
		6/30/00		15					10-K,  10-K/A,  425,  NT 10-K
		12/31/99		15					10-Q
		2/1/99		22		111			SC 13G
		1/31/99		39
		12/31/98		22		118			10-Q
		11/14/98		24
		8/21/98		39
		6/30/98		2		116			10-K,  10-K/A,  NT 10-K
		3/30/98		85
		2/21/98		17
		1/31/98		80
		1/19/98		2		41
		1/2/98		99
Filed on:		12/18/97		3		18			8-K
		12/16/97		22		119
		12/15/97		29
		11/30/97		22		23
		11/24/97		20		117
		11/21/97		37
		11/17/97		29		30
		11/14/97		2		117			NT 10-Q
		11/6/97		117
		10/31/97		21
		10/23/97		29
		10/22/97		17
		10/8/97		117
		10/1/97		26		116
		9/30/97		5		117			10-Q,  NT 10-Q
		8/15/97		82		117
		7/28/97		26		116
		7/14/97		17
		7/11/97		26		116			S-3
		7/7/97		5		116			8-K
		6/30/97		4		117			10KSB,  NT 10-K/A
		5/14/97		9					10QSB
		5/1/97		16
		3/31/97		26		116			10QSB
		3/8/97		10
		1/15/97		85
		1/1/97		15
		12/31/96		21		117			10QSB
		12/16/96		9		15
		9/9/96		26		116			8-K
		8/15/96		26		116
		7/1/96		32		36
		6/30/96		49					10-K,  10KSB/A,  NT 10-K
		5/1/96		16
		4/25/96		16
		3/31/96		26		116			10QSB
		3/12/96		96
		3/10/96		16
		3/8/96		16
		2/27/96		96
		11/6/95		116
		11/5/95		26
		6/30/95		49
		1/1/95		62
		11/11/94		26		116
		7/1/94		58
		6/30/94		17		57
		2/8/94		9
		6/30/93		26		116
		12/10/92		26		116
		6/30/92		57
									List all Filings