Exhibit 2.15
     Second Addendum to Plans of Reorganization Filed as of July 29, 2002

                                       IN THE UNITED STATES BANKRUPTCY COURT
                                        FOR THE DISTRICT OF SOUTH CAROLINA

IN RE:                                               )    CHAPTER 11
                                                     )
UCI Medical Affiliates, Inc.,                        )    Case No. 01-11687-B
                                                     )
                                    Debtor. )
                                                     )
In re:                                               )        CHAPTER 11
)
UCI Medical Affiliates of South             )        Case No. 01-11685-B
Carolina, Inc.                                       )
                                                     )
                                    Debtor. )
                                                     )
In re:                                               )        CHAPTER 11
                                                     )
UCI Medical Affiliates of                   )        Case No. 01-11688-B
Georgia, Inc.                                        )
                                                     )
                                    Debtor. )
                                                     )
In re:                                               )        CHAPTER 11
                                                     )
Doctor's Care, P.A.                                  )     Case No. 01-11704-B
                                                     )
                                    Debtor. )
                                                     )
In re:                                               )        CHAPTER 11
                                                     )
Doctor's Care of Tennessee, P.C.            )        Case No. 01-11701-B
                                                     )
                                    Debtor. )
                                                     )
In re:                                               )        CHAPTER 11
                                                     )
Doctor's Care of Georgia, PC                )         Case No. 01-11697-B
                                                     )
                                    Debtor.          )   JOINTLY ADMINISTERED
- -----------------------------------------------------







     SECOND ADDENDUM TO PLANS OF  REORGANIZATION  FILED BY THE  ABOVE-DEBTORS ON
MAY 6, 2002

                                                Filed July 29, 2002
The above-captioned Debtors hereby amend the Joint Disclosure Statement and each
of the six (6) separate Plans of Reorganization ("Plans") as follows:

     1. Page 6, CLASS 1 of the Plans are amended to read as follows:

     CLASS 1 Internal Revenue Service .Secured and unsecured priority, impaired.
- ------------------------- ------- ------------------
                  1.1      UCI Medical Affiliates, Inc. -No claim filed.
     1.2 UCI Medical  Affiliates of South  Carolina,  Inc. - The IRS has filed a
secured claim against this Debtor in the amount of  $505,956.72,  and a priority
claim in the amount of  $638,893.60.  The allowed  amount of the IRS secured and
priority claims will be paid over 72 months, at 8% interest,  for an anticipated
monthly  payment of $21,000;  however,  the monthly  payment will be adjusted as
necessary in order to fully pay the allowed  secured and priority claims over 72
months at 8%  interest.  The  first  payment  will  occur on the 20th day of the
month, during the month immediately following confirmation of the Plan, and will
continue on the 20th day of each month  thereafter until the allowed secured and
priority claims plus interest are paid in full. All currently due  post-petition
taxes shall be paid in full on or before the Effective Date of the Plan,  unless
Debtor  disputes  such amount in which event  Debtor  shall file an objection to
claim within  fourteen  (14) days after the Effective  Date of the Plan,  and in
that  case,  Debtor  will  immediately  pay any  administrative  claim the Court
determines  is due.  Debtor may pre-pay  this  creditor  without  penalty.  This
creditor shall retain all outstanding liens against the Debtor.

     1.3 UCI Medical Affiliates of Georgia, Inc. - No claim filed

     1.4  Doctor's  Care SC. - The IRS has filed a secured  claim  against  this
Debtor in the  amount of  $548,761.00,  and a  priority  claim in the  amount of
$1,128,452.38. The allowed amount of the IRS secured and priority claims will be
paid over 72 months, at 8% interest, for a monthly payment of $29,408. The first
payment  will occur on the 20th day of the month,  during the month  immediately
following  confirmation  of the Plan,  and will continue on the 20th day of each
month thereafter until the allowed secured and priority claims plus interest are
paid in full. All currently due post-petition  taxes shall be paid in full on or
before the Effective  Date of the Plan,  unless  Debtor  disputes such amount in
which event Debtor shall file an  objection to claim within  fourteen  (14) days
after the Effective Date of the Plan, and in that case,  Debtor will immediately
pay any  administrative  claim the Court  determines is due.  Debtor may pre-pay
this creditor without penalty.  This creditor shall retain all outstanding liens
against the Debtor.

     1.5  Doctor's  Care of  Tennessee,  P.C.  - The IRS has filed an  unsecured
priority  claim  against this Debtor in the amount of  $206,894.04.  The allowed
amount of the IRS  priority  claim will be paid over 72 months,  at 8% interest,
for a monthly payment of $3,630. The first payment will occur on the 20th day of
the month, during the month immediately following  confirmation of the Plan, and
will continue on the 20th day of each month thereafter until the allowed secured
and  priority  claims plus  interest  are paid in full.  Debtor may pre-pay this
creditor without penalty.

                  1.6 Doctor's Care of Georgia, P.C. - The IRS has filed an
unsecured priority claim against this Debtor in the amount of $61,531.98. The
allowed amount of the IRS priority claim will be paid over 72 months, at 8%
interest, for a monthly payment of $1,080. The first payment will occur on the
20th day of the month, during the month immediately following confirmation of
the Plan, and will continue on the 20th day of each month thereafter until the
allowed secured and priority claims plus interest are paid in full. Debtor may
pre-pay this creditor without penalty.

     2. Page 8, CLASS 3 of the Plans are amended to read as follows:

         CLASS 3 South Carolina Department of Revenue ("SCDOR"). Secured and
unsecured priority, impaired.

                  3.1      UCI Medical Affiliates, Inc. - no claim filed
                  3.2 UCI Medical Affiliates of South Carolina, Inc. - SCDOR has
filed a secured claim in the amount of $43,553.49 and an unsecured priority
claim in the amount of $582,832.62 The allowed amount of SCDOR's secured and
priority claim will be paid at 8% interest, over 72 months, for a monthly
payment of $10,982.58. The first payment will be made on the 28th day of the
month, during the month immediately following confirmation of the Plan, and will
continue on the 28th of each month thereafter until the allowed secured and
priority claims plus interest are paid in full. Debtor may pre-pay this creditor
without penalty. This creditor shall retain all outstanding liens against the
Debtor.

All currently due post petition taxes, interest, and penalty shall be paid in
full on or before the Effective Date of the Plan. In the event that any payment
due is not received within 30 days of its due date, the entire balance owed
SCDOR shall become immediately due and payable. All payments shall be mailed to
the following address:

South Carolina Department of Revenue

         Office of General Counsel
         Revenue Litigation Section
         P.O. Box 125
         Columbia, SC 29214

                  3.3 UCI Medical Affiliates of Georgia, Inc.- no claim filed

                  3.4 Doctor's Care SC - SCDOR has filed a secured claim in the
amount of $26,982.91 and an unsecured priority claim in the amount of
$476,077.54 against this Debtor. The allowed amount of this creditor's secured
and priority claims will be paid over 72 months, at 8% interest, for a monthly
payment of $15,004.18. The first payment will occur on the 28th day of the
month, during the month immediately following confirmation of the Plan, and will
continue on the 28th day of each month thereafter until the allowed secured and
priority claims plus interest are paid in full. Debtor may pre-pay this creditor
without penalty. This creditor shall retain all outstanding liens against the
Debtor. All currently due post petition taxes, interest, and penalty shall be
paid in full on or before the Effective Date of the Plan. In the event that any
payment due is not received within 30 days of its due date, the entire balance
owed SCDOR shall become immediately due and payable All payments shall be mailed
to the following address:

South Carolina Department of Revenue

         Office of General Counsel
         Revenue Litigation Section
         P.O. Box 125
         Columbia, SC 29214

                  3.5      Doctor's Care of Tennessee, P.C. - no claim filed
                  3.6      Doctor's Care of Georgia, P.C. - no claim filed

RESPECTFULLY SUBMITTED on this the 29th day of July, 2002, at Columbia, South
Carolina.

                                                     ROBINSON, BARTON, MCCARTHY
                                                       & CALLOWAY, P.A.


                                            BY:   /s/ G. William McCarthy, Jr.
                                                  ----------------------------
                                                  G. William McCarthy, Jr.
                                                     District Court I.D. #2762
                                                     Nancy E. Johnson
                                                     District Court I.D. #6909
                                                     1715 Pickens Street
                                                     Post Office Box 12287
                                                 Columbia, South Carolina  29211
                                                     Tele:  (803) 256-6400

                                                     Attorneys for the Debtor