UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934

Filed by the registrant [ X ]

Filed by a party other than the registrant [ ]

Check the appropriate box:
[ ] Preliminary proxy statement.
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12. [ ]
Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

UCI MEDICAL AFFILIATES, INC.
(Name of Registrant as Specified in Its Charter)

Payment of filing fee (check the appropriate box):
[X ] No fee required.

UCI MEDICAL AFFILIATES, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MARCH 7, 2007

The 2007 annual meeting of stockholders of UCI Medical Affiliates, Inc.
will be held at The Capital City Club, 1201 Main Street, 25th Floor, Columbia,
South Carolina, on Wednesday, March 7, 2007, beginning at 11:00 a.m. eastern
time, for the following purposes:

(1) To elect two directors for a three-year term to expire at the 2010
annual meeting of stockholders;

(2) To approve the appointment of Scott McElveen, L.L.P.,
Certified Public Accountants, as our independent auditors for
the fiscal year ending September 30, 2007;

(3) To consider and vote upon a proposal to adopt the 2007 Equity Incentive
Plan;

(4) To consider and vote upon a proposal to adopt the 2007 Non-Employee
Directors Stock Plan; and

(5) To transact any other business that properly comes before the annual
meeting or any adjournment of the meeting.

Only holders of record of our common stock at the close of business on
January 8, 2007 are entitled to notice of, and to vote at, the annual meeting or
any adjournment of the meeting.

You are cordially invited and urged to attend the annual meeting in
person, but if you are unable to do so, please date, sign, and promptly return
your proxy in the enclosed, self-addressed, postage-paid envelope. If you attend
the annual meeting and desire to revoke your proxy and vote in person, you may
do so. In any event, a proxy may be revoked at any time before it is exercised.

Each stockholder who attends the meeting may be asked to present valid
picture identification, such as a driver's license or passport. Stockholders
attending the meeting and holding stock in brokerage accounts ("street name"
holders) will need to bring a copy of a brokerage statement reflecting stock
ownership as of the record date.

By Order of the Board of Directors,

D. Michael Stout, M.D.
President and Chief
Executive Officer

Columbia, South Carolina
January 25, 2007

PROXY STATEMENT.....................................................................................................1
ABOUT THE MEETING...................................................................................................1
What is the purpose of the annual meeting?.................................................................1
Who is entitled to vote at the meeting.....................................................................1
What are the voting rights of the holders of our common stock?.............................................1
Who can attend the meeting?................................................................................1
What constitutes a quorum?.................................................................................1
How do I vote?.............................................................................................2
Can I change my vote after I return my proxy card?.........................................................2
What vote is required to approve each item?................................................................2
Who bears the cost of this proxy statement and who may solicit proxies?....................................3
ELECTION OF DIRECTORS...............................................................................................3
RATIFICATION OF APPOINTMENT OF AUDITORS.............................................................................3
APPROVAL OF 2007 EQUITY INCENTIVE PLAN..............................................................................4
APPROVAL OF 2007 NON-EMPLOYEE DIRECTORS STOCK PLAN..................................................................7
OTHER BUSINESS......................................................................................................8
STOCK OWNERSHIP.....................................................................................................8
Who are the largest owners of our stock, and how much stock do our directors and executive officers own?...8
Section 16(a) Beneficial Ownership Reporting Compliance....................................................9
GOVERNANCE OF THE COMPANY..........................................................................................10
Who are the current members of the Board?.................................................................10
Important Information Regarding Directors.................................................................10
What is the role of the Board's committees?...............................................................12
How does the Board select nominees for the Board?.........................................................12
How often did the Board meet during fiscal year 2005?.....................................................13
How are directors compensated?............................................................................13
Does the company have a code of ethics?...................................................................13
How do stockholders communicate with the Board?...........................................................14
What related party transactions exist?....................................................................14
AUDIT COMMITTEE REPORT.............................................................................................16
FEES TO INDEPENDENT AUDITORS.......................................................................................17
EXECUTIVE COMPENSATION.............................................................................................18
Compensation Committee Report On Executive Compensation...................................................19
Compensation Committee Interlocks and Insider Participation...............................................19
Employment Contracts......................................................................................20
Executive Compensation Summary Table......................................................................20
Fiscal Year End Option Values.............................................................................20
Securities Authorized for Issuance Under Equity Compensation Plan.........................................21
COMPARISON OF CUMULATIVE TOTAL RETURNS.............................................................................21
ADVANCE NOTICE PROCEDURES..........................................................................................22
ANNUAL REPORT ON FORM 10-K.........................................................................................24
MISCELLANEOUS......................................................................................................24

UCI MEDICAL AFFILIATES, INC.
4416 Forrest Drive
Columbia, South Carolina 29206

PROXY STATEMENT

This proxy statement contains information related to the 2007 annual
meeting of our stockholders to be held at The Capital City Club, 1201 Main
Street, 25th Floor, Columbia, South Carolina, on Wednesday, March 7, 2007 at
11:00 a.m. eastern time, and at any adjournment of the meeting. We are mailing
this proxy statement to stockholders on or about January 30, 2007.

ABOUT THE MEETING

What is the purpose of the annual meeting?

At our annual meeting, stockholders will act upon the matters outlined
in the notice of meeting on the cover page of this proxy statement, including
the election of directors, the ratification of our independent auditors, the
approval of the 2007 Equity Incentive Plan, and the approval of the 2007
Non-Employee Directors Stock Plan. In addition, management will report on our
performance and respond to questions from stockholders.

Who is entitled to vote at the meeting?

Only stockholders of record at the close of business on January 8,
2007, the record date for the meeting, are entitled to receive notice of and to
participate in the annual meeting, or any adjournment of the meeting.

What are the voting rights of the holders of our common stock?

Cumulative voting for the election of directors is not available under
our Certificate of Incorporation. Consequently, each outstanding share of our
common stock is entitled to one vote on each matter to be voted upon at the
annual meeting.

Who can attend the meeting?

Subject to space availability, all stockholders as of the record date,
or their duly appointed proxies, may attend the meeting, and one guest may
accompany each stockholder. Because seating is limited, admission to the meeting
will be on a first-come, first-served basis. Registration and seating will begin
at 10:30 a.m. eastern time. If you attend, please note that you may be asked to
present valid picture identification, such as a driver's license or passport. If
you hold your shares in "street name" (that is, through a broker or other
nominee), you will need to bring a copy of a brokerage statement reflecting your
stock ownership as of the record date and check in at the registration desk at
the meeting. We will not permit cameras, recording devices, or other electronic
devices at the meeting.

What constitutes a quorum?

The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of our common stock on the record date constitutes a
quorum, permitting the meeting, or any adjournment of the meeting, to take
place. As of the record date, approximately 251 stockholders held of record
9,830,297 issued and outstanding shares of our common stock. Consequently, the
presence of the holders of common stock representing at least 4,915,149 votes
will be required to establish a quorum.

We will consider directions to withhold authority to vote for
directors, abstentions, and broker non-votes to be present in person or by proxy
and entitled to vote. Therefore, we will count these shares for purposes of
determining whether a quorum is present at the annual meeting. (A broker
non-vote occurs when a broker or other nominee holding shares for a beneficial
owner votes on one proposal, but does not vote on another proposal because the
broker or nominee does not have the discretionary voting power and has not
received voting instructions from the beneficial owner.)

If a quorum is not present or represented at the annual meeting, the
stockholders entitled to vote, present in person or represented by proxy, have
the power to adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present or represented. Our
directors, officers, and regular employees may solicit proxies for the
reconvened meeting in person or by mail, telephone, or telegraph. At any
reconvened meeting at which a quorum is present or represented, any business may
be transacted that might have been transacted at the meeting as originally
scheduled.

How do I vote?

If you complete and properly sign the accompanying proxy card and
return it to us, the individuals designated by the Board of Directors on the
proxy card as proxy holders will vote it as you direct. If you are a holder of
record as of the record date and attend the meeting, you may deliver your
completed proxy card in person. "Street name" stockholders who wish to vote at
the meeting will need to obtain a proxy form from the institution that holds
their shares.

Unless you give other instructions on your proxy card, the designated
proxy holders will vote in accordance with the Board's recommendations set forth
below. With respect to any other matter that properly comes before the meeting,
the proxy holders will vote as recommended by the Board or, if no recommendation
is given, in their own discretion.

Can I change my vote after I return my proxy card?

Yes. Even after you have submitted your proxy, you may revoke or change
your vote at any time before the proxy is exercised at the annual meeting by (i)
delivering to our Corporate Secretary a written notice, bearing a date later
than the proxy, stating that the proxy is revoked, (ii) signing and so
delivering a proxy relating to the same shares and bearing a later date prior to
the vote at the annual meeting, or (iii) attending the annual meeting and voting
in person. Please note that your attendance at the meeting will not
automatically revoke your proxy. You must specifically revoke your proxy.
Whether or not you plan to attend the annual meeting, you are urged to sign and
return the enclosed proxy.

What vote is required to approve each item?

Election of Directors. The two nominees receiving the greatest number
of votes cast (although not necessarily a majority of the votes cast) at the
annual meeting will be elected to the Board of Directors. Accordingly,
directions to withhold authority, abstentions, and broker non-votes will have no
effect on the outcome of the vote. You cannot vote, in person or by proxy, for a
greater number of persons than two, the number of nominees named in the proxy.

Other Items. For each other item, the affirmative vote of the holders
of a majority of the shares represented in person or by proxy and entitled to
vote on the item will be required for approval.

Street Name. If you hold your shares in "street name" through a broker
or other nominee, your broker or nominee may not be permitted to exercise voting
discretion with respect to some of the matters to be acted upon. Thus, if you do
not give your broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining the number of
shares necessary for approval.

Who bears the cost of this proxy statement and who may solicit proxies?

We will bear the cost of preparing, assembling, and mailing this proxy
statement and the form of proxy. Our directors, officers, and employees may also
solicit proxies personally or by mail, telephone, or telegram. No compensation
will be paid for these solicitations. In addition, we may request banking
institutions, brokerage firms, custodians, nominees, and fiduciaries to forward
our proxy solicitation materials to the beneficial owners of our common stock
held of record by these entities, and we will reimburse their reasonable
forwarding expenses.

PROPOSAL ONE
ELECTION OF DIRECTORS

Our Certificate of Incorporation provides for a classified Board of
Directors so that, as nearly as possible, one-third of the members of the Board
are elected at each annual meeting to serve until the third annual stockholders'
meeting after their election. The Board consists of seven directorships divided
into two classes of two and one class of three. The Board proposes two
individuals, Jean E. Duke, CPA and Timothy L. Vaughn, CPA, as nominees to serve
from the date of their election at the annual meeting until the 2010 annual
meeting of stockholders, or until their successors shall have been earlier
elected and qualified.

Each of the nominees is currently a member of the Board, and all the
nominees were recommended by our Nominating Committee. Each of these nominees
has consented to serve if elected. If any of them becomes unavailable to serve
as a director, the persons named as proxy holders on the attached proxy card may
designate a substitute nominee in accordance with their best judgment. In that
case, the proxy holders will vote for the substitute nominee. For additional
information on each of these nominees, see the information set forth later in
this proxy statement under the heading "Governance of the Company."

Terms Expiring in 2010: Jean E. Duke, CPA and Timothy L. Vaughn, CPA.

The Board recommends that stockholders vote "FOR" each of the persons
listed above.

PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors, upon recommendation of the Audit Committee, has
appointed Scott McElveen, L.L.P., as independent auditors for the fiscal year
ending September 30, 2007, subject to stockholder ratification. If the
stockholders do not ratify this appointment, the Board of Directors upon
recommendation of the Audit Committee will consider other certified public
accountants. We describe services of Scott McElveen, L.L.P., to us and our
subsidiaries below under the heading "Fees to Independent Auditors." We provide
additional information relating to our Audit Committee below under the heading
"Audit Committee Report."

We expect a representative of Scott McElveen, L.L.P., to be in
attendance at the annual meeting. The representative will have the opportunity
to make a statement and will be available to respond to appropriate questions.

The Board recommends that stockholders vote "FOR" the ratification of
Scott McElveen, L.L.P., as our independent auditors for fiscal year ending
September 30, 2007.

PROPOSAL THREE
APPROVAL OF 2007 EQUITY INCENTIVE PLAN

There will be presented to the meeting a proposal to adopt the 2007
Equity Incentive Plan (the "Incentive Plan"). The Company's prior incentive
stock plans have expired. The Board of Directors believes stock options and
other stock-based incentives play an important role in attracting and retaining
the services of outstanding personnel and in encouraging such employees to have
a greater financial investment in the Company (although the Incentive Plan does
not necessarily require them to hold for investment the stock received under the
Incentive Plan). The Board of Directors has approved the Incentive Plan and
directed that it be submitted to the stockholders for approval.

The proposed Incentive Plan is set forth in Appendix A. Primary aspects of the
proposed Incentive Plan are as follows:

General Information

Incentive Plan Administration. The Incentive Plan is administered by
the Compensation Committee of the Board of Directors, which is comprised of
non-employee Directors, none of whom may receive any awards under the Incentive
Plan (the "Committee"). The Committee establishes the terms and conditions of
awards granted under the Incentive Plan, subject to certain limitations in the
Incentive Plan. The Committee may delegate to the chief executive officer or
other executive officers of the Company certain authority under the Incentive
Plan, including the authority to grant awards to eligible employees who are not
officers subject to Section 16 of the Securities Exchange Act of 1934. As of
December 31, 2006, there are approximately 817 individuals eligible to
participate in the Incentive Plan.

Eligible Employees. The Committee may grant incentive stock options
within the meaning of the Internal Revenue Code of 1986, nonqualified stock
options, stock appreciation rights, performance share awards and restricted
stock grants to regular employees of the Company, its subsidiaries, joint
ventures, joint venture partners or affiliates who are designated by the
Committee. No employee may receive grants under this Incentive Plan in any given
year which, singly or in the aggregate, cover more than 100,000 shares of the
common stock of the Company.

Shares Available. The aggregate number of shares of the common stock of
the Company that may be issued or transferred to grantees under the Incentive
Plan shall not exceed 1,000,000 shares. If there is a stock split, stock
dividend or other relevant change affecting the Company's shares, appropriate
adjustments will be made in the number of shares that may be issued or
transferred in the future and in the number of shares and price of all
outstanding grants made before such event. If shares under a grant are not
issued or transferred, those shares would again be available for inclusion in
future grants. Payment of cash in lieu of shares would be considered an issuance
or transfer of the shares. On January 10, 2007, the closing price of the common
stock of the Company was $3.06.

Grants Under the Incentive Plan

Stock Options. The Committee may grant options qualifying as incentive
stock options under the Internal Revenue Code of 1986, other statutory stock
options and nonqualified stock options. The term of an option shall be fixed by
the Committee, but shall not exceed ten years. In the case of death of an
optionee, under some circumstances, an option may extend for eleven years. The
option price shall not be less than the fair market value of the common stock of
the Company on the date of grant.

Stock Appreciation Rights. The Committee may grant stock appreciation
rights ("SARs") either singly or in combination with an underlying stock option
under the Incentive Plan. The Term of a SAR shall be fixed by the Committee.
SARs entitle the grantee to receive the same economic value that would have been
derived from exercise of an option. Payment may be made in cash, in shares or a
combination of both at the discretion of the Committee. If a SAR granted in
combination with an underlying stock option is exercised, the right under the
underlying option to purchase shares would terminate.

Performance Share Awards. The Committee may grant Performance Share
Awards under which payment may be made in shares of the common stock of the
Company, a combination of shares and cash or cash if the performance of the
Company or any subsidiary, division, affiliate or joint venture of the Company
selected by the Committee meets certain goals established by the Committee
during an award period. The Committee would determine the goals, the length of
an award period, the maximum payment value of an award and the minimum
performance required before a payment would be made. The Committee may revise
the goals and the computation of payment at any time to account for unforeseen
events which occur during an award period and which have substantial effect on
the performance of the Company, subsidiary or division. In order to receive
payment, a grantee must remain in the employ of the Company until the completion
of the award period, except that the Committee may provide complete or partial
exceptions to that requirement as it deems equitable.

Restricted Stock Grants. The Committee may also award shares under a
Restricted Stock Grant. The grant would set forth a restriction period during
which the grantee must remain in the employ of the Company in order to retain
the shares under grant. If the grantee's employment terminates during the
period, the grant would terminate and the grantee would be required to return
the shares to the Company. However, the Committee may provide complete or
partial exceptions to this requirement as it deems equitable. The grantee could
not dispose of the shares prior to the expiration of the restriction period.
During this period, the grantee would be entitled to vote the shares and, at the
discretion of the Committee, receive dividends. Each certificate would bear a
legend giving notice of the restrictions in the grant.

Other Share-Based Awards. The Committee also may grant shares of the
common stock of the Company ("Share Awards") on the terms and conditions it
determines in its discretion. Share Awards may be in addition to, or in lieu of,
cash or other compensation due the grantee. Restricted Stock, Performance Share
Awards and Share Awards may not exceed, in the aggregate, 1,000,000 shares of
the common stock of the Company.

U.S. Federal Income Tax Consequences

Following is an explanation of the U.S. federal income tax consequences for
grantees who are subject to tax in the United States. State, local, and foreign
tax laws are not discussed.

Stock Options. The grant of an incentive stock option or a nonqualified
stock option would not result in income for the grantee or a deduction for the
Company.

The exercise of a nonqualified stock option would result in ordinary
income for the grantee and a deduction for the Company measured by the
difference between the option price and the fair market value of the shares
received at the time of exercise. Income tax withholding would be required.

The exercise of an incentive stock option would not result in income
for the grantee if the grantee (i) does not dispose of the shares within two
years after the date of grant or one year after the transfer of shares upon
exercise and (ii) is an employee of the Company or a subsidiary of the Company
from the date of grant and through and until three months before the exercise
date. If these requirements are met, the basis of the shares upon later
disposition would be the option price. Any gain will be taxed to the employee as
long-term capital gain and the Company would not be entitled to a deduction. The
excess of the market value on the exercise date over the option price is an item
of tax preference, potentially subject to the alternative minimum tax.

If the grantee disposes of the shares prior to the expiration of either
of the holding periods, the grantee would recognize ordinary income and the
Company would be entitled to a deduction equal to the lesser of the fair market
value of the shares on the exercise date minus the option price or the amount
realized on disposition minus the option price. Any gain in excess of the
ordinary income portion would be taxable as long-term or short-term capital
gain.

SARs and Performance Share Awards. The grant of a SAR or a Performance
Share Award would not result in income for the grantee or a deduction for the
Company. Upon the exercise of a SAR or the receipt of shares or cash under a
Performance Share Award, the grantee would recognize ordinary income and the
Company would be entitled to a deduction measured by the fair market value of
the shares plus any cash received. Income tax withholding would be required.

Restricted Stock Grants. The grant of Restricted Stock should not
result in income for the grantee or in a deduction for the Company for federal
income tax purposes, assuming the shares transferred are subject to restrictions
resulting in a "substantial risk of forfeiture" as intended by the Company. If
there are no such restrictions, the grantee would recognize ordinary income upon
receipt of the shares. Any dividends paid to the grantee while the stock
remained subject to restriction would be treated as compensation for federal
income tax purposes. At the time the restrictions lapse, the grantee would
receive ordinary income and the Company would be entitled to a deduction
measured by the fair market value of the shares at the time of lapse. Income tax
withholding would be required.

Share Awards. If Share Awards are in the nature of shares of the common
stock of the Company (as opposed to phantom stock), they generally would be
taxable as ordinary income equal to the aggregate of their fair market value
when the grant is not subject to a substantial risk of forfeiture. If in the
form of phantom stock, Share Awards generally would be taxable as ordinary
income equal to the aggregate of their fair market value when convertible to
cash or shares that are not subject to a substantial risk of forfeiture. In all
events, the Company would be entitled to a deduction for the amount included in
the grantee's income.

Other Information

If approved by Company stockholders, the Incentive Plan will be
effective March 7, 2007 and will terminate on March 6, 2017, unless terminated
earlier by the Board of Directors or extended by the Board with the approval of
the stockholders. The Board may amend the Incentive Plan as it deems advisable
but, if the Securities Exchange Act of 1934 requires the Company to obtain
stockholder approval, then such approval will be sought. Unless approved by
stockholders or as specifically otherwise required by the Incentive Plan (for
example, in the case of a stock split), no adjustments or reduction of the
exercise price of any outstanding incentive may be made in the event of a
decline in stock price, either by reducing the exercise price of outstanding
incentives or by cancelling outstanding incentives in connection with regranting
incentives at a lower price to the same individual. Options are not assignable
or transferable except for limited circumstances upon a grantee's death, or
pursuant to rules that may be adopted by the Committee. The Committee may
establish rules and procedures to permit a grantee to defer recognition of
income or gain for incentives under the Incentive Plan.

Employees who will participate in the Incentive Plan in the future and
the amounts of their allotments are to be determined by the Committee subject to
any restrictions outlined above. Since no such determinations have yet been
made, it is not possible to state the terms of any individual options which may
be issued under the Incentive Plan or the names or positions of, or respective
amounts of the allotment to, any individuals who may participate.

The Board recommends that stockholders vote "FOR" the approval of the
2007 Equity Incentive Plan.

PROPOSAL FOUR
APPROVAL OF 2007 NON-EMPLOYEE DIRECTORS STOCK PLAN

There will be presented to the meeting a proposal to adopt the 2007
Non-Employee Directors Stock Plan (the "Directors Plan"). The Company's prior
non-employee director plans have expired. The Board of Directors of the Company
(the "Board") believes stock options and other stock-based incentives play an
important role in attracting and retaining the services of outstanding
non-employee members of the Board. The Company believes that the Directors Plan
will promote the interests of the Company and its stockholders because it allows
non-employee directors to have a greater personal financial stake in the Company
through ownership of the common stock of the Company, in addition to
underscoring their common interest with the stockholders in increasing value of
the common stock of the Company over the long term. The Board has approved the
Directors Plan and directed that it be submitted to the stockholders for
approval.

The proposed Directors Plan is set forth in Appendix B. Primary aspects of the
proposed Directors Plan are as follows:

General Information

Directors Plan Administration. The Directors Plan is administered by
the Board which establishes the terms and conditions of awards granted under the
Directors Plan, subject to certain limitations in the Directors Plan. As of
December 31, 2006, there are seven individuals eligible to participate in the
Directors Plan.

Eligible Directors. The Board may grant nonqualified stock options and
restricted stock grants to directors of the Company who are not employees of the
Company or its subsidiaries. No director may receive grants under this Directors
Plan in any given year which, singly or in the aggregate, cover more than 10,000
shares of the common stock of the Company.

Shares Available. The aggregate number of shares of the common stock of
the Company that may be issued or transferred to grantees under the Directors
Plan shall not exceed 100,000 shares. If there is a stock split, stock dividend
or other relevant change affecting the Company's shares, appropriate adjustments
will be made in the number of shares that may be issued or transferred in the
future and in the number of shares and price of all outstanding grants made
before such event. If shares under a grant are not issued or transferred, those
shares would again be available for inclusion in future grants. Payment of cash
in lieu of shares would be considered an issuance or transfer of the shares. On
January 10, 2007, the closing price of the common stock of the Company was
$3.06.

Grants Under the Directors Plan

Stock Options. The Board may grant nonqualified stock options. The term
of an option shall be fixed by the Board, but shall not exceed ten years. The
option price shall not be less than the fair market value of the common stock of
the Company on the date of grant.

Restricted Stock Grants. The Board may also award shares under a
Restricted Stock Grant. The grant would set forth a restriction period during
which the grantee must remain an active member of the Board in order to retain
the shares under grant. If the grantee's service on the Board terminates during
the period, the grant would terminate and the grantee would be required to
return the shares to the Company. However, the Board may provide complete or
partial exceptions to this requirement as it deems equitable. The grantee could
not dispose of the shares prior to the expiration of the restriction period.
During this period, the grantee would be entitled to vote the shares and, at the
discretion of the Board, receive dividends. Each certificate would bear a legend
giving notice of the restrictions in the grant.

U.S. Federal Income Tax Consequences

Following is an explanation of the U.S. federal income tax consequences for
grantees who are subject to tax in the United States. State, local, and foreign
tax laws are not discussed.

Stock Options. The exercise of a nonqualified stock option would result
in ordinary income for the grantee and a deduction for the Company measured by
the difference between the option price and the fair market value of the shares
received at the time of exercise. Income tax withholding would be required.

Other Information

If approved by Company stockholders, the Directors Plan will be
effective March 7, 2007 and will terminate on March 6, 2017, unless terminated
earlier by the Board of Directors or extended by the Board with the approval of
the stockholders. The Board may amend the Directors Plan as it deems advisable
but, if the Securities Exchange Act of 1934 requires the Company to obtain
stockholder approval, then such approval will be sought. Unless approved by
stockholders or as specifically otherwise required by the Directors Plan (for
example, in the case of a stock split), no adjustments or reduction of the
exercise price of any outstanding incentive may be made in the event of a
decline in stock price, either by reducing the exercise price of outstanding
incentives or by cancelling outstanding incentives in connection with regranting
incentives at a lower price to the same individual. Options are not assignable
or transferable except for limited circumstances upon a grantee's death, or
pursuant to rules that may be adopted by the Board. The Board may establish
rules and procedures to permit a grantee to defer recognition of income or gain
for incentives under the Directors Plan.

Non-employee directors who will participate in the Directors Plan in
the future and the amounts of their allotments are to be determined by the Board
subject to any restrictions outlined above. Since no such determinations have
yet been made, it is not possible to state the terms of any individual options
which may be issued under the Directors Plan or the names or positions of, or
respective amounts of the allotment to, any individuals who may participate.

The Board recommends that stockholders vote "FOR" the approval of the
2007 Non-Employee Directors Stock Plan.

OTHER BUSINESS

As of the date of this proxy statement, our Board knows of no other
matter to come before the annual meeting. However, if any matter requiring a
vote of the stockholders should arise, the Board designees intend to vote the
proxy in accordance with the Board's recommendation, or in the absence of a
Board recommendation, in accordance with their best judgment.

STOCK OWNERSHIP

Who are the largest owners of our stock, and how much stock does our
directors and executive officers own?

The following table sets forth certain information known to us
regarding the beneficial ownership of our common stock as of January 8, 2007.
Information is presented for (i) stockholders owning more than five percent of
the outstanding common stock as indicated in their respective Schedule 13D
filings as filed with the Securities and Exchange Commission as of January 8,
2007, (ii) each of our directors, each nominee for director, and each of our
executive officers individually, and (iii) all of our directors and executive
officers, as a group. The percentages are calculated based on 9,830,297 shares
of common stock outstanding on January 8, 2007.

Shares
Beneficially
Name Owned (1) Percentage
- ------------------------------------------------------------------------- ----------------- -------------
Blue Cross Blue Shield of South Carolina (2)...................................6,726,019 68.42
Harold H. Adams, Jr. ..............................................................2,500 *
Joseph A. Boyle, CPA...................................................................0 0
Jean E. Duke, CPA..................................................................2,000 *
Thomas G. Faulds (3).............................................................. 5,000 *
John M. Little, Jr., M.D...............................................................0 0
Charles M. Potok (3)...............................................................5,000 *
Timothy L. Vaughn, CPA.................................................................0 0
D. Michael Stout, M.D. (4).......................................................382,985 3.90
Jerry F. Wells, Jr., CPA ..............................................................0 0
All current directors and executive officers
As a group (9 persons).......................................................397,485 4.04

* Amount represents less than 1.0 percent.

(1) Beneficial ownership reflected in the table is determined in accordance
with the rules and regulations of the SEC and generally includes voting
or investment power with respect to securities. Shares of common stock
issuable upon the exercise of options currently exercisable or
convertible, or exercisable or convertible within 60 days, are deemed
outstanding for computing the percentage ownership of the person
holding such options, but are not deemed outstanding for computing the
percentage ownership of any other person. Except as otherwise
specified, each of the stockholders named in the table has indicated to
us that such stockholder has sole voting and investment power with
respect to all shares of common stock beneficially owned by that
stockholder.

(2) The business address of the named beneficial owner is I-20 at Alpine
Road, Columbia, SC 29219. The shares reflected in the table are held of
record by BlueChoice HealthPlan ("BlueChoice") [formerly known as
Companion HealthCare Corporation `CHC'] 6,107,838 shares and Companion
Property & Casualty Corporation ("CP&C") 618,181 shares, wholly owned
subsidiaries of Blue Cross Blue Shield of South Carolina.

(3) All shares are issuable pursuant to currently exercisable stock
options.

(4) Includes 78,825 shares issuable pursuant to currently exercisable stock
options and 10,000 shares held by Dr. Stout's spouse, Paulette J. Stout.

Section 16(a) Beneficial Ownership Reporting Compliance

Based upon a review of filings with the Securities and Exchange
Commission and written representations that no other reports were required, we
believe that all of our directors and officers complied during our fiscal
year-ended September 30, 2006 with the filing requirements under Section 16(a)
of the 1934 Act.
GOVERNANCE OF THE COMPANY

Who are the current members of the Board?

The following table identifies the names, ages, Board term expiration,
and committee memberships of our Board members as of the date of this proxy:

Name Age Term Audit Compensation Nominating
---- --- --------
Expiring In Committee Committee Committee
Harold H. Adams, Jr. 59 2009 * **
Joseph A. Boyle, CPA 52 2008 ** *
Jean E. Duke, CPA 51 2007(1) * *
Thomas G. Faulds 65 2008
John M. Little, Jr., M.D. 56 2008 *
Charles M. Potok 57 2009 **
Timothy L. Vaughn, CPA 42 2007(1) *

(1) This director is nominated for re-election at the 2007 annual meeting of
stockholders for a term expiring at the annual meeting expected to be held in
2010. * Member ** Chairman

Important Information Regarding Directors

Director Nominees for Terms Expiring at the Annual Meeting Expected to be
Held in 2010:

Jean E. Duke, CPA, 51, has served as the Chief Financial Officer of
SRC, an Aetna Company since October 2006. From December 2004 until October 2006,
she owned a consulting business providing services primarily for insurance and
financial organizations. Prior to that, Ms. Duke was affiliated with Colonial
Life & Accident Insurance Company, serving in the roles of Senior Vice
President, Customer & Information Services, and President & Chief Financial
Officer, from August 2002 to December 2004. Ms. Duke is a certified public
accountant. A graduate of Leadership Columbia, she was named the Financial
Executive of the Year by the Columbia chapter of the Institute of Management
Accountants, the Distinguished Young Alumni by the Moore School of Business, and
was honored with the Tribute to Women and Industry award by the Young Women's
Christian Association. Ms. Duke has held leadership and board positions with
many professional and business organizations as well as continuing to be active
in numerous community organizations. Ms. Duke was elected as a director at the
annual meeting of stockholders in 2004.

Timothy L. Vaughn, CPA, 42, has served as Chief Financial Officer of
BlueChoice HealthPlan (formerly known as Companion HealthCare Corporation) since
January 2000, and Vice President of Underwriting of BlueChoice HealthPlan since
October 2005. He served as TRICARE Contracts Manager for Blue Cross Blue Shield
of South Carolina from 1997 to 2000. This federal program provided health
benefits administration for military dependents and retirees across the nation.
Mr. Vaughn is a certified public accountant and has been named a Fellow in both
the Academy of Healthcare Management and Life Management Institute and is
currently serving as Corporate Secretary and Treasurer of EAP Alliance, Inc. in
Columbia, South Carolina. He is a member of numerous professional and civic
organizations. Mr. Vaughn was most recently elected as a director at the annual
meeting of stockholders in 2004.

Directors Whose Terms Expire at the Annual Meeting Expected to be Held in 2009:

Harold H. Adams, Jr., 59, has served as one of our directors since June
1994 and as Chairman and owner of Adams and Associates International and
Southern Insurance Managers since June 1992. Additionally, Mr. Adams is Chairman
and part owner of Custom Assurance Placements, Ltd., since its inception in
February 2005. He served as President of Adams Eaddy and Associates, an
independent insurance agency, from 1980 to 1992. In November 2006, Mr. Adams'
firms merged with Arthur J. Gallagher Risk Management Services, Inc. He remains
on as Chairman of this division. Mr. Adams has been awarded the Chartered
Property Casualty Underwriter designation and is currently a member of the
President's Board of Visitors of Charleston Southern University in Charleston,
South Carolina. He has received numerous professional awards as the result of
over 34 years of involvement in the insurance industry and is a member of many
professional and civic organizations. Mr. Adams was most recently reelected as a
director at the annual meeting of stockholders in 2006.

Charles M. Potok, 57, has served as our Chairman of the Board since
February 2003, and has served as one of our directors since September 1995. He
has served as Executive Vice President and Chief Operating Officer of Companion
Property and Casualty Company, a wholly-owned subsidiary of Blue Cross Blue
Shield of South Carolina, since March 1984 and, as President of Companion
Property and Casualty Company since April 2002. Mr. Potok is an Associate of the
Casualty Actuarial Society and a member of the American Academy of Actuaries.
Mr. Potok serves on many business and civic boards and is currently President of
the IndianWaters Council of the Boy Scouts of America. Mr. Potok was most
recently reelected as a director at the annual meeting of stockholders in 2006.

Directors Whose Terms Expire at the Annual Meeting Expected to be Held in 2008:

Joseph A. Boyle, CPA, 52, has served as the President and Chief Executive
Officer of Affinity Technology Group, Inc. since January 2000 and as its
Chairman since March 2001. Mr. Boyle served as Affinity's Senior Vice President
and Chief Financial Officer from September 1996 until January 2000 and as
Chairman and Chief Executive Officer of Surety Mortgage, Inc., a wholly owned
subsidiary of Affinity, from December 1997 until December 2001. Mr. Boyle is a
certified public accountant and from January 2005 until June 2006 has served as
Chief Operating Officer of Community Resource Mortgage, Inc., a wholly owned
subsidiary of Community Bancshares, Inc. From April 2003 to August 2004, Mr.
Boyle was a partner in the accounting firm of Elliott Davis, LLC. From June 1982
until August 1996, Mr. Boyle was employed by Price Waterhouse, LLP and from 1993
until 1996 was a partner in its Kansas City, Missouri office where he
specialized in the financial services industry. Mr. Boyle was most recently
reelected as a director at the annual meeting of stockholders in 2005.

Thomas G. Faulds, 65, has served as President and Chief Operating Officer
of the Blue Cross Blue Shield Division of Blue Cross and Blue Shield of South
Carolina ("BCBS") since 1998, and also serves as the senior officer responsible
for six subsidiaries: BlueChoice HealthPlan, Planned Administrators, Inc.,
Companion Benefits Alternatives, Inc., Alpine Agency, Inc., Thomas H. Cooper &
Company and CIMR. He has been employed by BCBS since March, 1972. Mr. Faulds
previously served as a director for UCI Medical Affiliates, Inc. ("UCI") between
August 1996 and June 2003. On December 13, 2005, Ashby M. Jordan, M.D. resigned
from the Board of Directors of UCI, and the Board of Directors appointed Mr.
Faulds to UCI's Board of Directors as of December 13, 2005 to serve for Dr.
Jordan's unexpired term.

John M. Little, Jr., M.D., MBA, 56, has served as one of our directors
since August 1998 and is currently the Vice President for HealthCare Services
and Chief Medical Officer for Blue Cross Blue Shield of South Carolina. Dr.
Little also served in the same position at BlueChoice HealthPlan (formerly known
as Companion HealthCare Corporation) from 1994 to 2000. Prior to joining
BlueChoice HealthPlan (formerly known as Companion HealthCare Corporation) in
1994, Dr. Little served as Assistant Chairman for Academic Affairs, Department
of Family Practice, Carolinas Medical Center, Charlotte, North Carolina from
1992 to 1994. Dr. Little was most recently reelected as a director at the annual
meeting of stockholders in 2005.

What is the role of the Board's committees?

The Board has standing Audit, Compensation and Nominating Committees.

Audit Committee. We describe the functions of the Audit Committee under
the heading "Report of the Audit Committee." The Audit Committee operates under
a written Charter. All of the members of the Audit Committee are independent
within the meaning of SEC regulations. The Board of Directors has determined
that Mr. Boyle and Ms. Duke are financial experts, as that term is defined in
Item 401(h)(2) of Regulation S-K under the Exchange Act. The Audit Committee met
four times during the fiscal year ended September 30, 2006.

Compensation Committee. We describe the functions of the Compensation
Committee under the heading of "Report of Compensation Committee." The
Compensation Committee met one time during the fiscal year ended September 30,
2006.

Nominating Committee. The Nominating Committee makes recommendations to
the Board with respect to the size and composition of the Board, reviews the
qualifications of potential candidates for election as director, and recommends
director nominees to the Board. All of the members of the Nominating Committee
are independent within the meaning of SEC regulations. The Nominating Committee
operates under a written Charter. The Nominating Committee met one time during
the fiscal year ended September 30, 2006.

How does the Board select nominees for the Board?

The Nominating Committee considers candidates for Board membership
suggested by its members and other Board members, as well as management and
stockholders. A stockholder who wishes to recommend a prospective nominee for
the Board should notify our corporate Secretary in writing with whatever
supporting material the stockholder considers appropriate, as long as the
material includes at a minimum pertinent information concerning the nominee's
background and experience. The Nominating Committee will also consider whether
to nominate any person nominated by a stockholder pursuant to the provisions of
our Certificate relating to stockholder nominations as described below under the
heading "Advance Notice Provisions."

Once the Nominating Committee has identified a prospective nominee, the
Nominating Committee makes an initial determination as to whether to conduct a
full evaluation of the candidate. The Committee bases this initial determination
on whatever information is provided to the Committee with the recommendation of
the prospective candidate, as well as the Committee's own knowledge of the
prospective candidate, which may be supplemented by inquiries to the person
making the recommendation or others. The Committee also bases this initial
determination primarily on the need for additional Board members to fill
vacancies and the likelihood that the prospective nominee can satisfy the
evaluation factors described below.

If the Committee determines, in consultation with the Chairman of the
Board and other Board members as appropriate, that additional consideration is
warranted, it may gather additional information about the prospective nominee's
background and experience. The Committee then evaluates the prospective nominee
against the standards and qualifications set out in its Charter, including
without limitation independence, strength of character, business or financial
expertise, current or recent experience as an officer or leader of another
business, experience as a director of another public company, regulatory
compliance knowledge, industry trend knowledge, product/service expertise,
practical wisdom, mature judgment, time availability (including the number of
other boards he or she sits on in the context of the needs of the board and the
company and including time to develop and/or maintain sufficient knowledge of
the company and its industry), geography, age, and gender and ethnic diversity
on the board.

In connection with this evaluation, the Committee determines whether to
interview the prospective nominee, and if warranted, one or more members of the
Committee, and others as appropriate, interview prospective nominees in person
or by telephone. After completing this evaluation and interview, if warranted,
the Committee makes a recommendation to the Board as to the persons who should
be nominated by the Board. The Board determines the nominees after considering
the recommendation and report of the Committee.

How often did the Board meet during fiscal year 2006?

Our Board held a total of four meetings during our fiscal year ended
September 30, 2006. No directors attended fewer than seventy-five percent of the
aggregate of: (1) the total of these Board meetings; and (2) the total number of
meetings of the committees upon which the director served. All our current
directors attended our 2006 annual stockholder meeting. We expect our directors
to dedicate sufficient time, energy, and attention to ensure the diligent
performance of his or her duties, including attending our stockholder meetings
and the meetings of the Board and its Committees on which he or she serves.

How are directors compensated?

Currently, members of our Board receive the following retainer fees:
$6,000 per fiscal year for the Chairman, $5,000 per year for Committee members,
and $4,000 per year for all other members of the Board. We also reimburse
directors for out-of-pocket expenses reasonably incurred by them in the
discharge of their duties as directors of our company.

During the fiscal year ended September 30, 1997, we adopted a
Non-Employee Director Stock Option Plan (the "1997 Non-Employee Plan"). The 1997
Non-Employee Plan provided for the granting of options to non-employee directors
for the purchase of 20,000 shares of our common stock at the fair market value
as of the date of grant. Under this plan, we issued 5,000 options each to Thomas
G. Faulds, Ashby M. Jordan, M.D., and Charles M. Potok. These options are
exercisable during the period commencing on March 28, 2000 and ending on March
28, 2007. On January 10, 2007, Mr. Faulds exercised his 5,000 options. On
January 25, 2007, Dr. Jordan and Mr. Potok's stock options were outstanding and
exercisable.

Does the company have a code of ethics?

We adopted a Code of Ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. We have filed a copy of
this code as an Exhibit to our annual report on Form 10-K.

How do stockholders communicate with the Board?

Stockholders and other parties interested in communicating directly
with the Board may do so by addressing correspondence to our Chairman of the
Board at the address indicated on page one of this proxy statement. Stockholders
and other parties interested in communicating directly with individual Board
members may do so by addressing correspondence to the individual Board member at
the address indicated on page one of this proxy statement. The corporate
Secretary or his designee will review all such correspondence and regularly
forward to the Board a summary of the correspondence and copies of the
correspondence that, in the opinion of the corporate Secretary, deals with the
functions of the Board or its committees or that he otherwise determines
requires their attention. Directors may at any time review a log of all
correspondence received by the company that is addressed to members of the Board
and request copies of such correspondence. Concerns relating to accounting,
internal controls, or auditing matters may be addressed to the attention of our
Audit Committee.

What related party transactions exist?

Administrative Services Agreements

As used in this proxy statement, the term UCI-SC refers to UCI Medical
Affiliates of South Carolina, Inc., our wholly-owned subsidiary; the term DC-SC
refers to Doctors Care P.A., a professional corporation affiliated with us; the
term DC-TN refers to Doctor's Care of Tennessee, P.C., a professional
corporation affiliated with us; the term PPT refers to Progressive Physical
Therapy, P.A., a professional corporation affiliated with us; the term COSM
refers to Carolina Orthopedic & Sports Medicine, P.A., a professional
corporation affiliated with us; and the term P.A. refers collectively to DC-SC,
DC-TN, PPT and COSM.

UCI-SC has entered into Administrative Services Agreements with each of
the P.A. Under these Administrative Services Agreements, which have an initial
term of forty years, UCI-SC performs all non-medical management for the P.A. and
has exclusive authority over all aspects of the business of the P.A. (other than
those directly related to the provision of patient medical services or as
otherwise prohibited by state law). The non-medical management provided by
UCI-SC includes, among other functions, treasury and capital planning, financial
reporting and accounting, pricing decisions, patient acceptance policies,
setting office hours, contracting with third party payors, and all
administrative services. UCI-SC provides all of the resources (systems,
procedures and staffing) to bill third party payors or patients, and provides
all of the resources (systems, procedures and staffing) for cash collection and
management of accounts receivables, including custody of the lockbox where cash
receipts are deposited. From the cash receipts, UCI-SC pays all physician and
physical therapist salaries, and all other operating costs of the centers and of
UCI-SC. UCI-SC sets compensation guidelines for the licensed medical
professionals at the P.A. and establishes guidelines for establishing,
selecting, hiring, and firing of the licensed medical professionals. UCI-SC also
negotiates and executes substantially all of the provider contracts with third
party payors, with the P.A. executing certain of the contracts at the request of
a minority of payors. UCI-SC does not loan or otherwise advance funds to any
P.A. for any purpose.

During our fiscal years ended September 30, 2006 and 2005, the P.A.
received an aggregate of approximately $63,672,000 and $56,642,000,
respectively, in fees prior to deduction by the P.A. of their payroll and other
related deductible costs covered under the Administrative Services Agreements.
For accounting purposes, we combine the operations of the P.A. with our
operations, as reflected in our consolidated financial statements.

D. Michael Stout, M.D. is the sole shareholder of DC-SC, DC-TN and
COSM, and since November 1, 2002, has served as the President and Chief
Executive Officer of UCI, UCI-SC, DC-SC and DC-TN. Since its incorporation on
April 1, 2005, Dr. Stout has served as the President of COSM. Prior to November
1, 2002, Dr. Stout was the Executive Vice President of Medical Affairs for UCI
and UCI-SC, and was the President of DC-SC and DC-TN. Barry E. Fitch, P.T. is
the sole shareholder of PPT and has served as its President since the
incorporation of PPT on April 5, 2005.

Other Transactions with Related Parties

As of January 8, 2007, BlueChoice HealthPlan ("BlueChoice") [formerly
known as Companion Healthcare Corporation `CHC'], a wholly owned subsidiary of
Blue Cross Blue Shield of South Carolina ("BCBS"), owns 6,107,838 shares of our
common stock and Companion Property and Casualty Insurance Company ("CP&C"),
another wholly owned subsidiary of BCBS, owns 618,181 shares of our common
stock, which combine to approximately 68.42 percent of our outstanding common
stock. The following is a historical summary of purchases of our common stock by
BCBS subsidiaries from us.

Date Blue Cross Blue Shield of South Price Total
Purchased Carolina Number per Purchase
Subsidiary of Shares Share Price
------------------- ------------------------------------- -------------- ------------ ------------------
BlueChoice HealthPlan
12/10/93 * 333,333 $1.50 $ 500,000
BlueChoice HealthPlan
06/08/94 * 333,333 3.00 1,000,000
BlueChoice HealthPlan
01/16/95 * 470,588 2.13 1,000,000
BlueChoice HealthPlan
05/24/95 * 117,647 2.13 250,000
BlueChoice HealthPlan
11/03/95 * 218,180 2.75 599,995
BlueChoice HealthPlan
12/15/95 * 218,180 2.75 599,995
BlueChoice HealthPlan
03/01/96 * 315,181 2.75 866,748

06/04/96 Companion Property and Casualty 218,181 2.75 599,998

06/23/97 Companion Property and Casualty 400,000 1.50 600,000

*BlueChoice HealthPlan ("BlueChoice") [formerly known as Companion
HealthCare Corporation `CHC'].

Our common stock acquired by BlueChoice and CP&C was purchased pursuant
to exemptions from the registration requirements of federal securities laws
available under Section 4(2) of the 1933 Act. Consequently, the ability of the
holders to resell such shares in the public market is subject to certain
limitations and conditions. BlueChoice and CP&C purchased these shares at share
prices below market value at the respective dates of purchase in part as a
consequence of the lower issuance costs incurred by us in the sale of these
unregistered securities and in part as consequence of the restricted nature of
the shares. BlueChoice and CP&C have the right to require registration of the
stock under certain circumstances as described in the respective stock purchase
agreements.

From time to time, BlueChoice has purchased additional shares of our
common stock directly from other stockholders of the company. We were not a
party to those transactions.

BlueChoice and CP&C have the option to purchase as many shares from us
as may be necessary for BCBS and its subsidiaries in the aggregate to obtain and
maintain ownership of 48 percent of the outstanding common stock. To the extent
either of these BCBS subsidiaries exercises its right in conjunction with a sale
of voting stock by us, the price to be paid by such entity is the average price
to be paid by the other purchasers in that sale. Otherwise, the price is the
average closing bid price of our voting stock on the ten trading days
immediately preceding the election by a BCBS subsidiary to exercise its purchase
rights. Consequently, to the extent either of the BCBS subsidiaries elects to
exercise any or a portion of its rights under these anti-dilution agreements,
the sale of shares of common stock to a BCBS subsidiary will have the effect of
reducing the percentage voting interest in us represented by a share of the
common stock.

During the fiscal year ended September 30, 1998, UCI-SC entered into a
capital lease purchase agreement with BCBS for a new billing and accounts
receivable system, which includes computer equipment, for an aggregate purchase
price of $1,253,000. UCI-SC has the option to purchase the equipment at the end
of the lease term for $1. The lease obligation recorded at September 30, 2006 is
$453,000, which includes lease addenda. We believe the terms of the lease
purchase agreement to be no more or less favorable to UCI-SC than the terms that
would have been obtainable through arm's-length negotiations with unrelated
third parties for a similar billing and accounts receivable system, which
includes computer equipment.

During the fiscal year ended September 30, 1994, UCI-SC entered into an
agreement with CP&C pursuant to which UCI-SC, through DC-SC, acts as the primary
care provider for injured workers of firms carrying worker's compensation
insurance through CP&C. Additionally, during the fiscal year ended September 30,
1995, UCI-SC executed a $400,000 note payable to CP&C payable in monthly
installments of $4,546 (including 11 percent interest) from April 1, 1995 to
March 1, 2010. We believe the terms of the agreement with CP&C to be no more or
less favorable to UCI-SC than those that would have been obtainable through
arm's-length negotiations with unrelated third parties for similar arrangements.

UCI-SC, through DC-SC, provides services to members of a health
maintenance organization operated by BlueChoice who have selected DC-SC as their
primary care provider. We believe the terms of the agreement with BlueChoice to
be no more or less favorable to UCI-SC than those that would have been
obtainable through arm's-length negotiations with unrelated third parties for
similar arrangements.

AUDIT COMMITTEE REPORT

The Audit Committee's charter, revised as of June 9, 2005, specifies
that the purpose of the Committee is to oversee and monitor:

(1) the integrity of the company's accounting and financial
reporting process, including the financial reports and other
financial information provided by the company to the public,

(2) the independence and qualifications of the company's external
auditor,

(3) the performance of the company's external auditor,

(4) the company's system of internal accounting and financial
controls,

(5) the company's system of public and private disclosure
controls, and the company's compliance with laws, regulations,
and the company's Code of Ethics and any other code of ethics
applicable to the company.

The full text of the Charter is attached to this Proxy Statement as
Appendix C. In carrying out its responsibilities, the Audit Committee, among
other things

(1) monitors preparation of quarterly and annual financial reports
by our management;

(2) supervises the relationship between us and our independent
auditors, including: having direct responsibility for our
auditor's appointment, compensation, and retention; reviewing
the scope of our auditor's audit services; approving
significant non-audit services; and confirming the
independence of our auditors; and

(3) oversees management's implementation and maintenance of
effective systems of internal and disclosure controls.

The Committee schedules its meetings with a view to ensuring that it
devotes appropriate attention to all of its tasks. The Committee's meetings
include, whenever appropriate, executive sessions with our independent auditors
and with our internal auditors.

As part of its oversight of our financial statements, the Committee
reviewed and discussed with both management and our independent auditors the
audited consolidated financial statements for the year ended September 30, 2006.
Management advised the Committee that these financial statements had been
prepared in accordance with generally accepted accounting principles. The
discussions with Scott McElveen, L.L.P. also included the matters required by
Statement on Auditing Standards No. 61 (Communication with Audit Committees) as
amended by Statement on Auditing Standards No. 90, including the quality of our
accounting principles, the reasonableness of significant judgments, and the
clarity of the disclosures in our financial statements. The Committee also
discussed with Scott McElveen, L.L.P. matters relating to Scott McElveen
L.L.P.'s independence, including a review of audit and non-audit fees and the
written disclosures and letter from Scott McElveen, L.L.P. to the Committee as
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees).

Based on the above-described discussions and reviews, the Audit
Committee recommended to the Board that the Board approve the inclusion of our
audited consolidated financial statements in our Annual Report on Form 10-K for
the year ended September 30, 2006 for filing with the Securities and Exchange
Commission.

Submitted by the Audit Committee of the Board of Directors.

Joseph A. Boyle, CPA, Chairman
Harold H. Adams, Jr.
Jean E. Duke, CPA

FEES TO INDEPENDENT AUDITORS

The following table presents for the fiscal years ending September 30,
2006 and 2005 under the heading: (1) "Audit Fees," the aggregate fees billed for
professional services rendered by Scott McElveen, L.L.P. for the audit of our
annual financial statements and review of financial statements included in our
Forms 10-Q and for services that are normally provided by Scott McElveen, L.L.P.
in connection with our statutory and regulatory filings or engagements; (2)
"Audit-Related Fees," the aggregate fees billed for assurance and related
services by Scott McElveen, L.L.P. that are reasonably related to the
performance of the audit or review of our financial statements; and, (3) "Tax
Fees," the aggregate fees billed for professional services rendered by Scott
McElveen, L.L.P. for tax compliance, tax advice, and tax planning.

Fiscal Fiscal
Year 2006 Year 2005
----------- -----------
----------- -----------
Audit Fees(1) $88,000 $81,000
Audit Related Fees(2) 8,500 $ 8,000
Tax Fees(3) 15,000 $14,000

(1) Includes primarily fees relating to the audit of the Company's annual
financial statements and for reviews of the financial statements included in
the Company's reports on Form 10-Q.

(2) Includes fees for services related to the audit of the Company's 401(k)
Plan and Form 5500 preparation.

3 Includes fees related to tax compliance, and tax advice.

The Audit Committee pre-approved all audit related services, tax
services, and other services and concluded that provision of these services was
compatible with maintaining Scott McElveen, L.L.P.'s independence in conducting
its audit services.

EXECUTIVE COMPENSATION

Executive Officers

The following individuals constitute our executive officers:

Name Age Offices Held

D. Michael Stout, M.D. 61 President and Chief Executive Officer Jerry F. Wells,
Jr., CPA 44 Executive Vice President, Chief Financial Officer
and Secretary

D. Michael Stout, M.D., 61, has served as Executive Vice President of
Medical Affairs of UCI and Doctors Care, P.A. ("DC-SC") since 1985 and as
President and Chief Executive Officer of UCI, UCI-SC, DC-SC and Doctors Care of
Tennessee, P.C. since November 1, 2002, and of COSM since April 5, 2005. He is
Board Certified in Emergency Medicine and is a member of the American College of
Emergency Physicians, the Columbia Medical Society, and the American College of
Physician Executives. He graduated from Brown University Medical School in 1980
and practiced medicine for Doctors Care since 1983. Dr. Stout is the Treasurer
of the Board of Directors of the South Carolina Campaign to Prevent Teen
Pregnancy and serves on the Board of Directors for the local chapter of Habitat
for Humanity.

Jerry F. Wells, Jr., CPA, 44, has served as our Executive Vice
President and Chief Financial Officer since he joined us in February 1995 and as
our Corporate Secretary since December 1996. He has served as Executive Vice
President of Finance, Chief Financial Officer and Corporate Secretary of UCI-SC
since December 1996, the Corporate Secretary of DC-SC since December 1996, and
the Corporate Secretary of COSM and PPT since April 5, 2005. Prior to joining
us, he served as a Senior Manager and consultant for PricewaterhouseCoopers LLP
from 1985 until February 1995. Mr. Wells is a certified public accountant and is
a member of the American Institute of Certified Public Accountants, the South
Carolina Association of Certified Public Accountants, and the North Carolina CPA
Association.

Compensation Committee Report On Executive Compensation

The Compensation Committee of the Board of Directors generally
determines the compensation of our executive officers. This committee reviews
and recommends to the Board the salaries and other compensation of all of our
officers and directors. The Compensation Committee also administers our Stock
Incentive Plans. The following report is being furnished with respect to certain
compensation paid or awarded to our executive officers during the fiscal year
ended September 30, 2006.

General Policies. Our compensation program is intended to enable us to
attract, motivate, reward, and retain the management talent to achieve corporate
objectives and thereby increase shareholder value. Our policy is to provide
incentives to senior management to achieve both short-term and long-term
objectives. To attain these objectives, our executive compensation program is
composed of a base salary, incentive compensation and stock options.

Base Salary. Base salaries for Dr. Stout and Mr. Wells were determined
by a subjective assessment of the executive officer's performance, in light of
the officer's responsibilities and position with us and our performance during
prior periods. In evaluating our overall performance, the primary focus is on
financial performance for the relevant annual period measured by operating
income. The Committee also considers the recommendations of the Chief Executive
Officer (except in the case of his own compensation); to the extent available,
the salary norms for persons in comparable positions at comparable companies;
and the person's experience. The Committee reviews base salaries from time to
time and adjusts them appropriately.

Incentive Compensation. The Compensation Committee determines cash
bonuses for all executive officers and awards the bonuses only if we, or any
applicable subsidiary or business unit, achieve performance objectives. We
designed our long-term incentive compensation for executive officers to focus
management's attention on our future. We provide long-term compensation through
grants of stock options. The number of stock options granted is based upon the
executive's salary, performance, and responsibilities. Each executive officer
also receives additional compensation through standard benefit plans available
to all employees, including but not limited to matching contributions pursuant
to a 401(k) plan, paid vacation, and group health, life, and disability
insurance. The Compensation Committee believes each of these benefits is an
integral part of the overall compensation program that helps to ensure that our
executive officers receive competitive compensation.

Stock Options. Executive compensation includes the grant of stock
options in order to more closely align the interests of the executive with the
long-term interests of the shareholders.

Submitted by the Compensation Committee of the Board of Directors.

Charles M. Potok, Chairman
John M. Little, Jr., M.D.
Timothy L. Vaughn, CPA

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is or has been our
executive officer or employee or an executive officer or employee of any of our
subsidiaries. None of the members of the Compensation Committee is or has been a
member of the compensation committees of another entity. None of our executive
officers are or have been a member of the compensation committee, or a director,
of another entity.

Employment Contracts

We have not entered into employment agreements with our Executive
Officers.

Executive Compensation Summary Table

The following table summarizes for each of the indicated years the
compensation earned by each of our executive officers, as that term is defined
by Securities and Exchange Commission rules, whose annual compensation from us
for all services provided to us or our subsidiaries during any of the indicated
years exceeded $100,000.

Summary Compensation Table

Long Term
Annual Compensation Compensation

Securities
Underlying All Other
Name and Principal Position Fiscal Year Salary (1) Bonus (1) Options Compensation
- --------------------------- ----------- ---------- --------- ------- ------------

D. Michael Stout, M.D. 2006 $308,000 $101,000 0 0
President and 2005 278,100 94,000 0 0
Chief Executive Officer 2004 261,000 81,000 0 0

Jerry F. Wells, Jr., CPA 2006 $195,800 $ 86,000 0 0
Executive Vice President, 2005 183,900 70,000 0 0
Chief Financial Officer, 2004 166,100 59,000 0 0
and Corporate Secretary

(1) Amounts included under the heading "Salary" and "Bonus" include
compensation from both UCI-SC and DC-SC. The remuneration described in
the table above does not include our cost of benefits furnished to
certain officers that were extended in connection with the conduct of
our business. The amount of such benefits accrued for each of the named
executives in each of the years reflected in the table did not exceed
10% of the total annual salary and bonus reported for such executive in
such year.

Fiscal Year End Option Values

The following table sets forth certain information with respect to unexercised
options to purchase our common stock held at September 30, 2006. None of the
named executive officers exercised any options during the fiscal year ended
September 30, 2006. Additionally, no options were granted to any officer or
director during the fiscal year ended September 30, 2006.

2006 Fiscal Year End
Option Values

Number of Securities
Underlying Value of Unexercised
Unexercised Options at In-the-Money
Fiscal Year End Options at Fiscal Year End (1)
---------------------------- ---------------------------------

Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------

D. Michael Stout, M.D.
President and $1,562.50 78,825 0 $236,475 $0
Chief Executive Officer 1,000

$108,699.06

Jerry F. Wells, Jr., CPA
Executive Vice
President, Chief $108,699.06 0 0 $0 $0
Financial Officer, and 84,825
Corporate Secretary

(1) The value amount in the table has been calculated on the basis of the $3.00
per share closing price of our stock on September 30, 2006.

Securities Authorized for Issuance Under Equity Compensation Plan

The following table provides information about our common stock
authorized for issuance under all of our existing equity compensation plans as
of September 30, 2006.

Number of securities
remaining available for
Number of securities future issuance under
to be issued upon Weighted-average equity compensation
exercise of exercise price of plans [excluding
outstanding options, outstanding options, securities reflected in
Plan category warrants and rights warrants and rights column (a)]
- ---------------------------------- ----------------------- ----------------------- -------------------------
- ---------------------------------- ----------------------- ----------------------- -------------------------
(a) (b) (c)
Equity compensation plans
approved by security holders 240,650 2.27 0

Equity compensation plans not
approved by security holders
-- -- --
----------------------- ----------------------- -------------------------
----------------------- ----------------------- -------------------------

Total 240,650 2.27 0
======================= ======================= =========================

COMPARISON OF CUMULATIVE TOTAL RETURNS

The following graph compares cumulative total shareholder return of
UCI's common stock over a five-year period with The NASDAQ Stock Market (US)
Index and with a Peer Group of companies for the same period. Total shareholder
return represents stock price changes and assumes the reinvestment of dividends.
The graph assumes the investment of $100 on September 30, 2001.

Insert Performance Graph Here

Fiscal Year Ended
-----------------------------------------------------------------------------------
09/30/01 09/30/02 09/30/03 09/30/04 09/30/05 09/30/06
----------- ---------- ----------- ---------- ---------- ----------
UCI Medical Affiliates, Inc. 100.00 83.87 383.87 383.87 925.81 967.74
Peer Group 100.00 72.84 109.35 135.62 194.15 225.48
NASDAQ Market Index 100.00 80.46 123.30 130.73 148.72 157.54

The members of the Peer Group are Continucare Corporation, IntegraMed
America, Inc., Pediatrix Medical Group, Inc., and Metropolitan Health Networks.
The returns of each company in the Peer Group have been weighted according to
their respective stock market capitalization for purposes of arriving at a Peer
Group average. The prices of UCI's common stock used in computing the returns
reflected above are the average of the high and low bid prices reported for
UCI's common stock during the fiscal year ended on such dates.

ADVANCE NOTICE PROCEDURES

Proposals Considered for Inclusion in 2008 Proxy Statement. If you
would like to have a proposal considered for inclusion in the proxy statement
for the 2008 annual meeting, we must receive your written proposal at the
address on the cover of this proxy statement, attention Corporate Secretary, no
later than September 25, 2007. Each stockholder submitting proposals for
inclusion in the proxy statement must comply with the proxy rules under the
Securities Exchange Act of 1934, as amended, including without limitation being
the holder of at least $2,000 in market value, or 1%, of the securities entitled
to be voted on the proposal at the annual meeting for at least one year by the
date the stockholder submits the proposal and continue to hold those securities
through the date of the 2008 annual meeting.

Other Proposals for Consideration at the 2008 Annual Meeting. If you
wish to submit a proposal for consideration at the 2008 annual meeting, but
which will not be included in the proxy statement for the meeting, we must
receive your proposal in accordance with our bylaws, as amended. Our bylaws
require timely advance written notice of any proposals to be presented at an
annual meeting of stockholders. For a notice to be timely, it must be received
at our principal offices at the address on the cover of this proxy statement
sixty days, but not more than ninety days, prior to the anniversary date of the
immediately preceding annual meeting of stockholders. In other words, proposals
for the 2008 annual meeting must be received by at least January 7, 2008, but
not prior to December 8, 2007. However, if the 2008 annual meeting is not held
within thirty days before or after March 7, 2008, then for the notice by the
stockholder to be timely, it must be received at our principal offices at the
address on the cover of this proxy statement not later than the close of
business on the tenth day following the date on which the notice of the 2008
annual meeting was actually mailed. The notice must give: (a) a brief
description of the business desired to be brought before the 2008 annual meeting
(including the specific proposal(s) to be presented) and the reasons for
conducting the business at the 2008 annual meeting; (b) the name and address, as
they appear on our books, of the stockholder(s) proposing the business; (c) the
class and number of shares that are held beneficially, but not held of record,
by the proposing stockholder(s) as of the record date for the 2008 annual
meeting, if the date has been made publicly available, or as of a date within
ten days of the effective date of the notice by the proposing stockholder(s) if
the record date has not been made publicly available, and (d) any interest of
the proposing stockholder(s) in the business. Stockholders desiring to make
proposals to be presented at the 2008 annual meeting are directed to these
requirements as more specifically set forth in our bylaws, as amended, a copy of
which is available upon request to our Corporate Secretary at the address listed
on the cover of this proxy statement. The chairman of the 2008 annual meeting
may exclude from the meeting any matters that are not properly presented in
accordance with these bylaw requirements.

Notification of Nominations for Election to the Board of Directors.
Notwithstanding the foregoing, our Bylaws state that nominations for the
election of Directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of Directors. As set forth in our
Bylaws, any stockholder entitled to vote for the election of Directors at an
annual meeting of stockholders may nominate persons for election as Directors
only if written notice of such stockholder's intent to make such nomination is
given, by certified mail, postage prepaid, to the Secretary of the Corporation
and received at the principal offices of the Corporation at the address on the
cover of this proxy statement not less than sixty days nor more than ninety days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders. In other words, such nominations for the 2008 annual meeting must
be received by at least January 7, 2008, but not prior to December 8, 2007.
However, if the 2008 annual meeting is not held within thirty days before or
after March 7, 2008, then for the notice by the stockholder to be timely, it
must be received by our Secretary of our principal offices at the address on the
cover of this proxy statement not later than the close of business on the tenth
day following the date on which the notice of the 2008 annual meeting was
actually mailed. As set forth in our Bylaws, any stockholder entitled to vote
for the election of Directors may nominate persons for election of Directors to
be held at a special meeting of stockholders only if written notice of such
stockholder's intent to make such nomination is given, by certified mail,
postage prepaid, to the Secretary of the Corporation and received at the
principal offices of the Corporation at the address on the cover of this proxy
statement not less than ten days following the date on which notice of such
special meeting of stockholders is first given to the stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder who intends
to make the nomination, as they appear on our books, (b) the class and number of
shares beneficially owned by such stockholder, (c) a representation that such
stockholder is a holder of record of our stock entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice, (d) a description of all arrangements
or understandings between such stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder, (e) with respect to each
nominee, (i) the nominee's name and age, (ii) the nominee's occupation and
business address and telephone number, (iii) the nominee's residence address and
telephone number, (iv) the number of shares of each class of our stock held
directly or beneficially by the nominee, and (v) any other information relating
to such person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, and (e)
the consent of each nominee to serve as a Director of the Corporation if
elected. At the request of the Board of Directors, any person nominated by the
Board of Directors for election as a Director shall furnish to our Secretary
that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a Director of the Corporation unless nominated in accordance with
the procedures set forth in our Bylaws. The chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by the Bylaws, and should
he or she so determine, he or she shall so declare to the meeting and the
defective nomination shall be disregarded.

ANNUAL REPORT ON FORM 10-K

A copy of our Annual Report on Form 10-K for the fiscal year ended
September 30, 2006, which was filed with the Securities and Exchange Commission
on December 22, 2006, accompanies this proxy statement. Stockholders to whom
this proxy statement is mailed who desire an additional copy of the Form 10-K
may obtain one without charge by making written request to Jerry F. Wells, Jr.,
Chief Financial Officer, 4416 Forest Drive, Columbia, South Carolina 29206.

MISCELLANEOUS

The information referred to under the captions "Compensation Committee
Report on Executive Compensation", "Performance Graph" and "Audit Committee
Report" (to the extent permitted under the Securities Exchange Act of 1934): (i)
shall not be deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission or subject to Regulation 14A or the
liabilities of Section 18 of the Securities Exchange Act of 1934, and (ii)
notwithstanding anything to the contrary that may be contained in any filing by
us under the Securities Exchange Act of 1934 or the Securities Act of 1933,
shall not be deemed to be incorporated by reference in any such filing.

By Order of the Board of Directors,

D. Michael Stout, M.D.
President and Chief
Executive Officer

Columbia, South Carolina
January 25, 2007

APPENDIX A

[GRAPHIC OMITTED]
UCI MEDICAL AFFILIATES, INC.
2007 EQUITY INCENTIVE PLAN
(Adopted as of March 7, 2007)
[GRAPHIC OMITTED]

UCI MEDICAL AFFILIATES, INC.
2007 EQUITY INCENTIVE PLAN
(Adopted as of March 7, 2007)
1. Purpose

This 2007 Equity Incentive Plan (the "Plan"), effective as of March 7, 2007, is
established by UCI Medical Affiliates, Inc. ("UCI" or the "Company"), to use
Common Stock in UCI ("Common Stock") as a tool to encourage employees of UCI and
its subsidiaries, its affiliates and its joint ventures to work together to
increase the overall value of UCI Common Stock. UCI believes the Plan will serve
the interests of UCI and its stockholders because it allows employees to have a
greater personal financial interest in UCI through ownership of its Common
Stock, the right to acquire its Common Stock, or other Plan Awards and Rights
that are measured and paid based on UCI's performance. These Plan features
should, in turn, stimulate employees' efforts on UCI's behalf, and maintain and
strengthen their desire to remain with UCI. UCI also believes the Plan will
assist in the recruitment of employees. The types of equity Incentives under
this Plan include:
(a)......Incentive Stock Options;
(b)......Nonqualified Stock Options;
(c)......Stock Appreciation Rights;
(d)......Restricted Stock Grants;
(e)......Performance Shares;
(f)......Share Awards; and
(g)......Phantom Stock Awards.
2. Administration

The Plan shall be administered by the Compensation Committee of the Board of
Directors of UCI (the "Committee"). A Director of UCI may serve on the Committee
only if he or she (i) is a "Non-Employee Director" for purposes of Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
(ii) satisfies the requirements of an "outside director" for purposes of Section
162(m) of the Internal Revenue Code (the "Code"). The Committee shall be
responsible for the administration of the Plan including, without limitation,
determining which Eligible Employees receive Incentives, the types of Incentives
they receive under the Plan, the number of shares covered by Incentives granted
under the Plan, and the other terms and conditions of such Incentives.
Determinations by the Committee under the Plan including, without limitation,
determinations of the Eligible Employees, the form, amount and timing of
Incentives, the terms and provisions of Incentives and the writings evidencing
Incentives, need not be uniform and may be made selectively among Eligible
Employees who receive, or are eligible to receive, Incentives hereunder, whether
or not such Eligible Employees are similarly situated.
The Committee shall have the responsibility of construing and interpreting the
Plan, including the right to construe disputed or doubtful Plan provisions, and
of establishing, amending and construing such rules and regulations as it may
deem necessary or desirable for the proper administration of the Plan. Any
decision or action taken or to be taken by the Committee, arising out of or in
connection with the construction, administration, interpretation and effect of
the Plan and of its rules and regulations, shall, to the maximum extent
permitted by applicable law, be within its absolute discretion and shall be
final, binding and conclusive upon UCI, all Eligible Employees and any person
claiming under or through any Eligible Employee. The Committee, as permitted by
applicable state law, may delegate any or all of its power and authority
hereunder to the Chief Executive Officer or such other senior member of
management as the Committee deems appropriate; provided, however, that the
Committee may not delegate its authority with regard to any matter or action
affecting an officer subject to Section 16 of the Exchange Act and that no such
delegation shall be made in the case of Incentives intended to be qualified as
"performance-based compensation" under Section 162(m) of the Code.
3. Eligibility

(a) Employees. Regular full-time and part-time employees employed
by UCI, its parent, if any, or its subsidiaries, its
affiliates and its joint ventures, including officers, whether
or not directors of UCI, and employees of a joint venture
partner or affiliate of UCI who provide services to the joint
venture with such partner or affiliate (each such person, an
"Employee"), shall be eligible to participate in the Plan if
designated by the Committee ("Eligible Employees").

(b) Non-employees. The term "Employee" shall not include any of the
following (collectively, "Excluded Persons"): a director who is not an employee
or an officer; a person who is an independent contractor, or agrees or has
agreed that he/she is an independent contractor; a person who has any agreement
or understanding with UCI, or any of its affiliates or joint venture partners
that he/she is not an employee or an Eligible Employee, even if he/she
previously had been an employee or Eligible Employee; a person who is employed
by a temporary or other employment agency, regardless of the amount of control,
supervision or training provided by UCI or its affiliates; or a "leased
employee" as defined under Section 414 (n) of the Code. An Excluded Person is
not an Eligible Employee and cannot receive Incentives even if a court, agency
or other authority rules that he/she is a common-law employee of UCI or its
affiliates.

(c) No Right To Continued Employment. Nothing in the Plan shall interfere
with or limit in any way the right of UCI, its parent, its subsidiaries, its
affiliates or its joint ventures to terminate the employment of any participant
at any time, nor confer upon any participant the right to continue in the employ
of UCI, its parent, its subsidiaries, its affiliates or its joint ventures. No
Eligible Employee shall have a right to receive an Incentive or any other
benefit under this Plan or having been granted an Incentive or other benefit, to
receive any additional Incentive or other benefit. Neither the award of an
Incentive nor any benefits arising under such Incentives shall constitute an
employment contract with UCI, its parent, its subsidiaries, its affiliates or
its joint ventures, and, accordingly, this Plan and the benefits hereunder may
be terminated at any time in the sole and exclusive discretion of UCI without
giving rise to liability on the part of UCI, its parent, its subsidiaries, its
affiliates or its joint ventures for severance. Except as may be otherwise
specifically stated in any other employee benefit plan, policy, or program,
neither any Incentive under this Plan nor any amount realized from any such
Incentive shall be treated as compensation for any purposes of calculating an
employee's benefit under any such plan, policy, or program. 4. Term of the Plan

This Plan shall be effective as of March 7, 2007, subject to the approval of the
Plan by the affirmative vote of the stockholders of UCI entitled to vote thereon
at the time of such approval. No Incentive shall be granted under the Plan after
March 6, 2017, but the term and exercise of Incentives granted theretofore may
extend beyond that date.
5. Incentives

Incentives under the Plan may be granted in any one or a combination of (a)
Incentive Stock Options, (b) Nonqualified Stock Options, (c) Stock Appreciation
Rights, (d) Restricted Stock Grants, (e) Performance Shares, (f) Share Awards
and (g) Phantom Stock Awards (collectively "Incentives"). All Incentives shall
be subject to the terms and conditions set forth herein and to such other terms
and conditions as may be established by the Committee.
6. Shares Available for Incentives

(a) Shares Available. Subject to the provisions of Section 6(c) below, the
maximum number of shares of Common Stock of UCI that may be issued under the
Plan is One Million (1,000,000). Any shares under this Plan that are not
purchased or awarded under an Incentive that has lapsed, expired, terminated or
been cancelled, may be used for the further grant of Incentives under the Plan.
Incentives and similar awards issued by an entity that is merged into or with
UCI, acquired by UCI or otherwise involved in a similar corporate transaction
with UCI are not considered issued under this Plan. Shares under this Plan may
be delivered by UCI from its authorized but unissued shares of Common Stock or
from issued and reacquired Common Stock held as treasury stock, or both. In no
event shall fractional shares of Common Stock be issued under the Plan.
(b) Limit on an Individual's Incentives. In any calendar year, no Eligible
Employee may receive (i) Incentives covering more than One Hundred Thousand
(100,000) shares of UCI's Common Stock (such number of shares shall be adjusted
in accordance with Section 6(c) below), or (ii) any Incentive if such person
owns more than 10 percent of the stock of UCI within the meaning of Section 422
of the Code, or (iii) any Incentive Stock Option, as defined in Section 422 of
the Code, that would result in such person receiving a grant of Incentive Stock
Options for stock that would have an aggregate fair market value in excess of
$100,000, determined as of the time that the Incentive Stock Option is granted,
that would be exercisable for the first time by such person during any calendar
year.
(c) Adjustment of Shares. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering, spin off,
split off, split up or other event identified by the
Committee, the Committee shall make such adjustments, if any,
as it may deem appropriate in (i) the number and kind of
shares authorized for issuance under the Plan, (ii) the number
and kind of shares subject to outstanding Incentives, (iii)
the option price of Stock Options and (iv) the fair market
value of Stock Appreciation Rights. Any such determination
shall be final, binding, and conclusive on all parties.
7. Stock Options

The Committee may grant options qualifying as Incentive Stock Options as defined
in Section 422 of the Code, and options other than Incentive Stock Options
("Nonqualified Options") (collectively "Stock Options"). Such Stock Options
shall be subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe:
(a) Stock Option Price. The option price per share with respect to
each Stock Option shall be determined by the Committee, but
shall not be less than 100 percent of the fair market value of
the Common Stock on the date the Stock Option is granted, as
determined by the Committee.
(b) Period of Stock Option. The period of each Stock Option shall
be fixed by the Committee, provided that the period for all
Stock Options shall not exceed ten years from the grant. The
Committee may, subsequent to the granting of any Stock Option,
extend the term thereof, but in no event shall the extended
term exceed ten years from the original grant date.
(c) Exercise of Stock Option and Payment Therefore. No shares shall be
issued until full payment of the option price has been made. The option price
may be paid in cash or, if the Committee determines, in shares of Common Stock
or a combination of cash and shares of Common Stock. If the Committee approves
the use of shares of Common Stock as a payment method, the Committee shall
establish such conditions as it deems appropriate for the use of Common Stock to
exercise a Stock Option. Stock Options awarded under the Plan shall be exercised
through such procedure or program as the Committee may establish or define from
time to time, which may include a designated broker that must be used in
exercising such Stock Options. The Committee may establish rules and procedures
to permit an optionholder to defer recognition of gain upon the exercise of a
Stock Option.
(d) First Exercisable Date. The Committee shall determine how and
when shares covered by a Stock Option may be purchased. The
Committee may establish waiting periods, the dates on which
Stock Options become exercisable or "vested" and, subject to
paragraph (b) of this section, exercise periods. The Committee
may accelerate the exercisability of any Stock Option or
portion thereof.
(e) Termination of Employment. Unless determined otherwise by the
Committee, upon the termination of a Stock Option grantee's employment (for any
reason other than gross misconduct), Stock Option privileges shall be limited to
the shares that were immediately exercisable at the date of such termination.
The Committee, however, in its discretion, may provide that any Stock Options
outstanding but not yet exercisable upon the termination of a Stock Option
grantee's employment may become exercisable in accordance with a schedule
determined by the Committee. Such Stock Option privileges shall expire unless
exercised within such period of time after the date of termination of employment
as may be established by the Committee, but in no event later than the
expiration date of the Stock Option.
(f) Termination Due to Misconduct. If a Stock Option grantee's
employment is terminated for gross misconduct, as determined
by UCI, all rights under the Stock Option shall expire upon
the date of such termination.
(g) Limits on Incentive Stock Options. Except as may otherwise be
permitted by the Code, an Eligible Employee may not receive a
grant of Incentive Stock Options for stock that would have an
aggregate fair market value in excess of $100,000 (or such
other amount as the Internal Revenue Service may decide from
time to time), determined as of the time that the Incentive
Stock Option is granted, that would be exercisable for the
first time by such person during any calendar year.
8. Stock Appreciation Rights

The Committee may, in its discretion, grant a right to receive the appreciation
in the fair market value of shares of Common Stock ("Stock Appreciation Right")
either singly or in combination with an underlying Stock Option granted
hereunder. Such Stock Appreciation Right shall be subject to the following terms
and conditions and such other terms and conditions as the Committee may
prescribe:
(a) Time and Period of Grant. If a Stock Appreciation Right is granted with
respect to an underlying Stock Option, it may be granted at the time of the
Stock Option grant or at any time thereafter but prior to the expiration of the
Stock Option grant. If a Stock Appreciation Right is granted with respect to an
underlying Stock Option, at the time the Stock Appreciation Right is granted the
Committee may limit the exercise period for such Stock Appreciation Right,
before and after which period no Stock Appreciation Right shall attach to the
underlying Stock Option. In no event shall the exercise period for a Stock
Appreciation Right granted with respect to an underlying Stock Option exceed the
exercise period for such Stock Option. If a Stock Appreciation Right is granted
without an underlying Stock Option, the period for exercise of the Stock
Appreciation Right shall be set by the Committee.
(b) Value of Stock Appreciation Right. If a Stock Appreciation Right is
granted with respect to an underlying Stock Option, the grantee will be entitled
to surrender the Stock Option which is then exercisable and receive in exchange
therefore an amount equal to the excess of the fair market value of the Common
Stock on the date the election to surrender is received by UCI in accordance
with exercise procedures established by UCI over the Stock Option price (the
"Spread") multiplied by the number of shares covered by the Stock Option which
is surrendered. If a Stock Appreciation Right is granted without an underlying
Stock Option, the grantee will receive upon exercise of the Stock Appreciation
Right an amount equal to the excess of the fair market value of the Common Stock
on the date the election to surrender such Stock Appreciation Right is received
by UCI in accordance with exercise procedures established by UCI over the fair
market value of the Common Stock on the date of grant multiplied by the number
of shares covered by the grant of the Stock Appreciation Right. Notwithstanding
the foregoing, in its sole discretion the Committee at the time it grants a
Stock Appreciation Right may provide that the Spread covered by such Stock
Appreciation Right may not exceed a specified amount.
(c) Payment of Stock Appreciation Right. Payment of a Stock
Appreciation Right shall be in the form of shares of Common
Stock, cash or any combination of shares and cash. The form of
payment upon exercise of such a right shall be determined by
the Committee either at the time of grant of the Stock
Appreciation Right or at the time of exercise of the Stock
Appreciation Right.
9. Performance Share Awards

The Committee may grant awards under which payment may be made in shares of
Common Stock, cash or any combination of shares and cash if the performance of
UCI or its parent or any subsidiary, division, affiliate or joint venture of UCI
selected by the Committee during the Award Period meets certain goals
established by the Committee ("Performance Share Awards"). Such Performance
Share Awards shall be subject to the following terms and conditions and such
other terms and conditions as the Committee may prescribe:
(a) Award Period and Performance Goals. The Committee shall determine and
include in a Performance Share Award grant the period of time for which a
Performance Share Award is made ("Award Period"). The Committee also shall
establish performance objectives ("Performance Goals") to be met by UCI, its
parent, subsidiary, division, affiliate or joint venture of UCI during the Award
Period as a condition to payment of the Performance Share Award. The Performance
Goals may include share price, pre-tax profits, earnings per share, return on
stockholders' equity, return on assets, sales, net income or any combination of
the foregoing or, solely for an Award not intended to constitute
"performance-based compensation" under Section 162(m) of the Code, any other
financial or other measurement established by the Committee. The Performance
Goals may include minimum and optimum objectives or a single set of objectives.
(b) Payment of Performance Share Awards. The Committee shall establish the
method of calculating the amount of payment to be made under a Performance Share
Award if the Performance Goals are met, including the fixing of a maximum
payment. The Performance Share Award shall be expressed in terms of shares of
Common Stock and referred to as "Performance Shares". After the completion of an
Award Period, the performance of UCI, its parent, subsidiary, division,
affiliate or joint venture of UCI shall be measured against the Performance
Goals, and the Committee shall determine, in accordance with the terms of such
Performance Share Award, whether all, none or any portion of a Performance Share
Award shall be paid. The Committee, in its discretion, may elect to make payment
in shares of Common Stock, cash or a combination of shares and cash. Any cash
payment shall be based on the fair market value of Performance Shares on or as
soon as practicable prior to, the date of payment. The Committee may establish
rules and procedures to permit a grantee to defer recognition of income upon the
attainment of a Performance Share Award.
(c) Revision of Performance Goals. As to any Award not intended to
constitute "performance-based compensation" under Section
162(m) of the Code, at any time prior to the end of an Award
Period, the Committee may revise the Performance Goals and the
computation of payment if unforeseen events occur which have a
substantial effect on the performance of UCI, its parent,
subsidiary, division, affiliate or joint venture of UCI and
which, in the judgment of the Committee, make the application
of the Performance Goals unfair unless a revision is made.
(d) Requirement of Employment. A grantee of a Performance Share
Award must remain in the employ of UCI, its parent,
subsidiary, affiliate or joint venture until the completion of
the Award Period in order to be entitled to payment under the
Performance Share Award; provided that the Committee may, in
its discretion, provide for a full or partial payment where
such an exception is deemed equitable.
(e) Dividends. The Committee may, in its discretion, at the time
of the granting of a Performance Share Award, provide that any
dividends declared on the Common Stock during the Award
Period, and which would have been paid with respect to
Performance Shares had they been owned by a grantee, be (i)
paid to the grantee, or (ii) accumulated for the benefit of
the grantee and used to increase the number of Performance
Shares of the grantee.
(f) Limit on Performance Share Awards. Incentives granted as
Performance Share Awards under this section, Restricted Stock
Grants under Section 10 and Other Share Based Awards under
Section 11 shall not exceed, in the aggregate, One Million
(1,000,000) shares of Common Stock (such number of shares
shall be adjusted in accordance with Section 6(c)).
10. Restricted Stock Grants

The Committee may award shares of Common Stock to an Eligible Employee, which
shares shall be subject to the following terms and conditions and such other
terms and conditions as the Committee may prescribe ("Restricted Stock Grant"):
(a) Requirement of Employment. A grantee of a Restricted Stock Grant must
remain in the employment of UCI during a period designated by the Committee
("Restriction Period") in order to retain the shares under the Restricted Stock
Grant. If the grantee leaves the employment of UCI prior to the end of the
Restriction Period, the Restricted Stock Grant shall terminate and the shares of
Common Stock shall be returned immediately to UCI provided that the Committee
may, at the time of the grant, provide for the employment restriction to lapse
with respect to a portion or portions of the Restricted Stock Grant at different
times during the Restriction Period. The Committee may, in its discretion, also
provide for such complete or partial exceptions to the employment restriction as
it deems equitable.
(b) Restrictions on Transfer and Legend on Stock Certificates.
During the Restriction Period, the grantee may not sell,
assign, transfer, pledge or otherwise dispose of the shares of
Common Stock. Each certificate for shares of Common Stock
issued hereunder shall contain a legend giving appropriate
notice of the restrictions in the grant.
(c) Escrow Agreement. The Committee may require the grantee to
enter into an escrow agreement providing that the certificates
representing the Restricted Stock Grant will remain in the
physical custody of an escrow holder until all restrictions
are removed or expire.
(d) Lapse of Restrictions. All restrictions imposed under the
Restricted Stock Grant shall lapse upon the expiration of the
Restriction Period if the conditions as to employment set
forth above have been met. The grantee shall then be entitled
to have the legend removed from the certificates. The
Committee may establish rules and procedures to permit a
grantee to defer recognition of income upon the expiration of
the Restriction Period.
(e) Dividends. The Committee shall, in its discretion, at the time
of the Restricted Stock Grant, provide that any dividends
declared on the Common Stock during the Restriction Period
shall either be (i) paid to the grantee, or (ii) accumulated
for the benefit of the grantee and paid to the grantee only
after the expiration of the Restriction Period.
(f) Performance Goals. The Committee may designate whether any
Restricted Stock Grant is intended to be "performance-based
compensation" as that term is used in Section 162(m) of the
Code. Any such Restricted Stock Grant designated to be
"performance-based compensation" shall be conditioned on the
achievement of one or more Performance Goals (as defined in
Section 9(a)), to the extent required by Section 162(m).
(g) Limit on Restricted Stock Grant. Incentives granted as
Restricted Stock Grants under this section, Performance Share
Awards under Section 9 and Other Share Based Awards under
Section 11 shall not exceed, in the aggregate, One Million
(1,000,000) shares of Common Stock (such number of shares
shall be adjusted in accordance with Section 6(c)).
11. Other Share-Based Awards

The Committee may grant an award of shares of common stock (a "Share Award") to
any Eligible Employee on such terms and conditions as the Committee may
determine in its sole discretion. Share Awards may be made as additional
compensation for services rendered by the Eligible Employee or may be in lieu of
cash or other compensation to which the Eligible Employee is entitled from UCI.
Incentives granted as Share-Based Awards under this section, Performance Share
Awards under Section 9 and Restricted Stock Grants under Section 10 shall not
exceed, in the aggregate, One Million (1,000,000) shares of Common Stock (such
number of shares shall be adjusted in accordance with Section 6(c)).
12. Transferability

Each Incentive Stock Option granted under the Plan shall not be transferable
other than by will or the laws of descent and distribution; each other Incentive
granted under the Plan will not be transferable or assignable by the recipient,
and may not be made subject to execution, attachment or similar procedures,
other than by will or the laws of descent and distribution or as determined by
the Committee in accordance with regulations promulgated under the Securities
Exchange Act of 1934, or any other applicable law or regulation. Notwithstanding
the foregoing, the Committee, in its discretion, may adopt rules permitting the
transfer, solely as gifts during the grantee's lifetime, of Stock Options (other
than Incentive Stock Options) to members of a grantee's immediate family or to
trusts, family partnerships or similar entities for the benefit of such
immediate family members. For this purpose, immediate family member means the
grantee's spouse, parent, child, stepchild, grandchild and the spouses of such
family members. The terms of a Stock Option shall be final, binding and
conclusive upon the beneficiaries, executors, administrators, heirs and
successors of the grantee.
13. Discontinuance or Amendment of the Plan

The Board of Directors may discontinue the Plan at any time and may from time to
time amend or revise the terms of the Plan as permitted by applicable statutes,
except that it may not, without the consent of the grantees affected, revoke or
alter, in a manner unfavorable to the grantees of any Incentives hereunder, any
Incentives then outstanding, nor may the Board amend the Plan without
stockholder approval where the absence of such approval would cause the Plan to
fail to comply with Rule 16b-3 under the Exchange Act, or any other requirement
of applicable law or regulation. Unless approved by UCI's stockholders or as
otherwise specifically provided under this Plan, no adjustments or reduction of
the exercise price of any outstanding Incentives shall be made in the event of a
decline in stock price, either by reducing the exercise price of outstanding
Incentives or through cancellation of outstanding Incentives in connection with
regranting of Incentives at a lower price to the same individual. 14. No
Limitation on Compensation

Nothing in the Plan shall be construed to limit the right of UCI to
establish other plans or to pay compensation to its employees, in cash or
property, in a manner which is not expressly authorized under the Plan.
15. No Constraint on Corporate Action

Nothing in the Plan shall be construed (i) to limit, impair or otherwise affect
UCI's right or power to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, or to merge or consolidate, or
dissolve, liquidate, sell or transfer all or any part of its business or assets,
or (ii) except as provided in Section 13, to limit the right or power of UCI,
its parent, or any subsidiary, affiliate or joint venture to take any action
which such entity deems to be necessary or appropriate.
16. Withholding Taxes

UCI shall be entitled to deduct from any payment under the Plan, regardless of
the form of such payment, the amount of all applicable income and employment
taxes required by law to be withheld with respect to such payment or may require
the Eligible Employee to pay to it such tax prior to and as a condition of the
making of such payment. In accordance with any applicable administrative
guidelines it establishes, the Committee may allow an Eligible Employee to pay
the amount of taxes required by law to be withheld from an Incentive by
withholding from any payment of Common Stock due as a result of such Incentive,
or by permitting the Eligible Employee to deliver to UCI, shares of Common Stock
having a fair market value, as determined by the Committee, equal to the amount
of such required withholding taxes.

17.......Compliance with Section 16

With respect to Eligible Employees subject to Section 16 of the Exchange Act
("Section 16 Officers"), transactions under the Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successor under the Exchange Act.
To the extent that compliance with any Plan provision applicable solely to the
Section 16 Officers is not required in order to bring a transaction by such
Section 16 Officer into compliance with Rule 16b-3, it shall be deemed null and
void as to such transaction, to the extent permitted by law and deemed advisable
by the Committee and its delegees. To the extent any provision of the Plan or
action by the Plan administrators involving such Section 16 Officers is deemed
not to comply with an applicable condition of Rule 16b-3, it shall be deemed
null and void as to such Section 16 Officers, to the extent permitted by law and
deemed advisable by the Plan administrators.
18. Use of Proceeds

The proceeds received by UCI from the sale of stock under the Plan shall be
added to the general funds of UCI and shall be used for
such corporate purposes as the Board of Directors shall direct.
19. Governing Law

The Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of South Carolina without giving
effect to the principles of conflicts of laws.
20. Offset and Suspension of Exercise

Anything to the contrary in the Plan notwithstanding, the Plan administrators
may (i) offset any Incentive by amounts reasonably believed to be owed to UCI by
the grantee and (ii) disallow an Incentive to be exercised or otherwise payable
during a time when UCI is investigating reasonably reliable allegations of gross
misconduct by the grantee.
21. Effect of a Change in Control

(a) Options.
1. Vesting of Options. Upon the occurrence of a Change
in Control, each Stock Option which is outstanding
immediately prior to the Change in Control, shall
immediately become fully vested and exercisable.
2. Post-Termination Exercise Period. If Stock Options continue to be
outstanding following the Change in Control or are exchanged for or converted
into Successor Options, then the portion of such Stock Options or such Successor
Options, as applicable, that is vested and exercisable immediately following the
termination of employment of the holder thereof after the Change in Control
shall remain exercisable following such termination for five years from the date
of such termination (but not beyond the remainder of the term thereof) provided,
however, that, if such termination is by reason of gross misconduct, death or
retirement (as these terms are applied to awards granted under the Plan), then
those provisions of the Plan that are applicable to a termination by reason of
gross misconduct, death or retirement shall apply to such termination.
3. Cashout of Stock Options. If the Stock Options do not continue to be
outstanding following the Change in Control and are not exchanged for or
converted into Successor Options, each holder of a vested and exercisable option
shall be entitled to receive, as soon as practicable following the Change in
Control, for each share of Common Stock subject to a vested and exercisable
option, an amount of cash determined by the Committee prior to the Change in
Control but in no event less than the excess of the Change in Control Price over
the exercise price thereof (subject to any existing deferral elections then in
effect). If the consideration to be paid in a Change in Control is not entirely
shares of common stock of an acquiring or resulting corporation, then the
Committee may, prior to the Change in Control, provide for the cancellation of
outstanding Stock Options at the time of the Change in Control in whole or in
part for cash pursuant to this Section 21(a)(3) or may provide for the exchange
or conversion of outstanding Stock Options at the time of the Change in Control
in whole or in part, and, in connection with any such provision, may (but shall
not be obligated to) permit holders of Stock Options to make such elections
related thereto as it determines are appropriate.
(b) Restricted Stock Units and Performance Share Units.
1. Vesting of Restricted Stock Units. Upon the
occurrence of a Change in Control, each unvested
restricted stock unit award which is outstanding
immediately prior to the Change in Control under the
Plan shall immediately become fully vested.
2. Vesting of Performance Share Units. Upon the
occurrence of a Change in Control, each unvested
performance share unit award which is outstanding
immediately prior to the Change in Control under the
Plan shall immediately become vested in an amount
equal to the PSU Pro Rata Amount.
3. Settlement of Restricted Stock Units and Performance
Share Units.
(i) If the Common Stock continues to be widely
held and freely tradable following the Change
in Control or is exchanged for or converted
into securities of a successor entity that
are widely held and freely tradable, then the
restricted stock units and the vested
performance share units shall be paid in
shares of Common Stock or such other
securities as soon as practicable after the
date of the Change in Control (subject to any
existing deferral elections then in effect).
(ii) If the Common Stock does not continue to be
widely held and freely tradable following the
Change in Control and is not exchanged for or
converted into securities of a successor
entity that are widely held and freely
tradable, then the restricted stock units and
the vested performance share units shall be
paid in cash as soon as practicable after the
date of the Change in Control (subject to any
existing deferral elections then in effect).
(c) Other Provisions.
1. Except to the extent required by applicable law, for
the entirety of the Protection Period, the material
terms of the Plan shall not be modified in any manner
that is materially adverse to the Qualifying
Participants (it being understood that this Section
21(c) shall not require that any specific type or
levels of equity awards be granted to Qualifying
Participants following the Change in Control).
2. During the Protection Period, the Plan may not be
amended or modified to reduce or eliminate the
protections set forth in Section 21(c)(1) and may not
be terminated.
3. UCI shall pay all legal fees and related expenses
(including the costs of experts, evidence and
counsel) reasonably and in good faith incurred by a
Qualifying Participant if the Qualifying Participant
prevails on his or her claim for relief in an action
(x) by the Qualifying Participant claiming that the
provisions of Section 21(c)(1) or 21(c)(2) of the
Plan have been violated (but, for avoidance of doubt,
excluding claims for plan benefits in the ordinary
course) and (y) if applicable, by UCI or the
Qualifying Participant's employer to enforce
post-termination covenants against the Qualifying
Participant.
(d) Definitions. For purposes of this Section 21, the following
terms shall have the following meanings: 1. "Change in
Control" shall have the meaning set forth in Section 409A of
the Code and the regulations issued
thereunder.
2. "Change in Control Price" shall mean, with respect to a share of Common
Stock, the higher of (A) the highest reported sales price, of such share in any
transaction reported on the New York Stock Exchange Composite Tape or other
national exchange on which such shares are listed, or on the NASDAQ quotation
system, or the average of the high and low bid prices reported on the
over-the-counter bulletin board, during the ten-day period prior to and
including the date of a Change in Control, and (B) if the Change in Control is
the result of a tender or exchange offer, merger, or other, similar corporate
transaction, the highest price per such share paid in such tender or exchange
offer, merger or other, similar corporate transaction; provided that, to the
extent all or part of the consideration paid in any such transaction consists of
securities or other noncash consideration, the value of such securities or other
noncash consideration shall be determined by the Committee.
3. "Protection Period" shall mean the period beginning
on the date of the Change in Control and ending on
the second anniversary of the date of the Change in
Control.
4. "PSU Pro Rata Amount" shall mean for each Performance Share Unit award,
the amount determined by multiplying (x) and (y), where (x) is the number of
Target Shares subject to the Performance Share Unit award times the Assumed
Performance Percentage and (y) is a fraction, the numerator of which is the
number of whole and partial calendar months elapsed during the applicable
performance period (counting any partial month as a whole month for this
purpose) and the denominator of which is the total number of months in the
applicable performance period. The Assumed Performance Percentage shall be
determined by (1) averaging the ranks during the Award Period as follows: (A) as
to any completed performance year as of the Change in Control, the actual rank
(except that, if fewer than 90 days have elapsed since the completion of such
performance year, the Target Rank shall be used), and (B) as to any performance
year that is incomplete or has not yet begun as of the Change in Control, the
Target Rank, (2) rounding the average rank calculated pursuant to the foregoing
clause (1) to the nearest whole number using ordinary numerical rounding, and
(3) using the Final Award Percentage associated with the number determined in
the foregoing clause (2). The Target Rank is the rank associated with 100% on
the chart of Final Award Percentages.
5. "Qualifying Participants" shall mean those
individuals who participate in the Plan (whether as
current or former employees) as of immediately prior
to the Change in Control.

APPENDIX B

[GRAPHIC OMITTED]
8

UCI MEDICAL AFFILIATES, INC.
2007 NON-EMPLOYEE DIRECTORS STOCK PLAN
(Adopted as of March 7, 2007)
[GRAPHIC OMITTED]
8

UCI MEDICAL AFFILIATES, INC.
2007 NON-EMPLOYEE DIRECTORS STOCK PLAN
(Adopted as of March 7, 2007)
1. Purpose

This 2007 Non-Employee Directors Stock Plan (the "Plan"), effective as of March
7, 2007, is established by UCI Medical Affiliates, Inc. ("UCI" or the
"Company"), to use Common Stock of UCI ("Common Stock") as a tool to attract,
retain, and compensate for service the members of the Board of Directors of UCI.
UCI believes the Plan will promote the interests of UCI and its stockholders
because it allows these directors to have a greater personal financial stake in
the Company through the ownership of UCI Common Stock, in addition to
underscoring their common interest with stockholders in increasing the value of
the UCI Common Stock over the long term. The types of equity Incentives under
this Plan include:
(a)......Nonqualified Stock Options; and
(b)......Restricted Stock Grants.
2. Administration

The Plan shall be administered by the Board of Directors of UCI (the "Board").
The Board shall be responsible for the administration of the Plan including,
without limitation, determining which Non-Employee Directors receive Incentives,
the types of Incentives they receive under the Plan, the number of shares
covered by Incentives granted under the Plan, and the other terms and conditions
of such Incentives. Determinations by the Board under the Plan including,
without limitation, determinations of the eligible Non-Employee Directors, the
form, amount and timing of Incentives, the terms and provisions of Incentives
and the writings evidencing Incentives, need not be uniform and may be made
selectively among Non-Employee Directors who receive, or are eligible to
receive, Incentives hereunder, whether or not such Non-Employee Directors are
similarly situated.
The Board shall have the responsibility of construing and interpreting the Plan,
including the right to construe disputed or doubtful Plan provisions, and of
establishing, amending and construing such rules and regulations as it may deem
necessary or desirable for the proper administration of the Plan. Any decision
or action taken or to be taken by the Board, arising out of or in connection
with the construction, administration, interpretation and effect of the Plan and
of its rules and regulations, shall, to the maximum extent permitted by
applicable law, be within its absolute discretion and shall be final, binding
and conclusive upon UCI, all Non-Employee Directors and any person claiming
under or through any Non-Employee Directors.
The Board, as permitted by applicable state law, may delegate any or all of its
power and authority hereunder to any person or group, who may further so
delegate, the Board's powers and obligations hereunder as they relate to day to
day administration of the exercise process.
3. Eligibility

All members of the Company's Board of Directors who are not current employees of
the Company or any of its subsidiaries ("Non-Employee Directors") shall be
eligible to participate in this Plan.

4. Effective Date of the Plan

Incentives under the Plan may be granted in any one or a combination of (a)
Nonqualified Stock Options, and (b) Restricted Stock Grants (collectively
"Incentives"). All Incentives shall be subject to the terms and conditions set
forth herein and to such other terms and conditions as may be established by the
Board.
6. Shares Available for Incentives

(a) Shares Available. Subject to the provisions of Section 6(c) below, the
maximum number of shares of Common Stock of UCI that may be issued under the
Plan is 100,000 shares. Any shares under this Plan that are not purchased or
awarded under an Incentive that has lapsed, expired, terminated or been
cancelled, may be used for the further grant of Incentives under the Plan.
Incentives and similar awards issued by an entity that is merged into or with
UCI, acquired by UCI or otherwise involved in a similar corporate transaction
with UCI are not considered issued under this Plan. Shares under this Plan may
be delivered by UCI from its authorized but unissued shares of Common Stock or
from issued and reacquired Common Stock held as treasury stock, or both. In no
event shall fractional shares of Common Stock be issued under the Plan.
(b) Limit on an Individual's Incentives. In any calendar year, no
Non-Employee Director may receive Incentives covering more
than 10,000 shares of UCI's Common Stock (such number of
shares shall be adjusted in accordance with Section 6(c)
below).
(c) Adjustment of Shares. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering, spin off,
split off, split up or other event identified by the Board,
the Board shall make such adjustments, if any, as it may deem
appropriate in (i) the number and kind of shares authorized
for issuance under the Plan, (ii) the number and kind of
shares subject to outstanding Incentives, and (iii) the option
price of Stock Options. Any such determination shall be final,
binding, and conclusive on all parties.
7. Stock Options

The Board may grant Nonqualified Stock Options. Such Stock Options shall be
subject to the following terms and conditions and such other terms and
conditions as the Board may prescribe:
(a) Stock Option Price. The option price per share with respect to
each Stock Option shall be determined by the Board, but shall
not be less than 100 percent of the fair market value of the
Common Stock on the date the Stock Option is granted, as
determined by the Board.
(b) Period of Stock Option. The period of each Stock Option shall
be fixed by the Board, provided that the period for all Stock
Options shall not exceed ten years from the grant. The Board
may, subsequent to the granting of any Stock Option, extend
the term thereof, but in no event shall the extended term
exceed ten years from the original grant date.
(c) Exercise of Stock Option and Payment Therefore. No shares shall be
issued until full payment of the option price has been made. The option price
may be paid in cash or, if the Board determines, in shares of Common Stock or a
combination of cash and shares of Common Stock. If the Board approves the use of
shares of Common Stock as a payment method, the Board shall establish such
conditions as it deems appropriate for the use of Common Stock to exercise a
Stock Option. Stock Options awarded under the Plan shall be exercised through
such procedure or program as the Board may establish or define from time to
time, which may include a designated broker that must be used in exercising such
Stock Options. The Board may establish rules and procedures to permit an
optionholder to defer recognition of gain upon the exercise of a Stock Option.
(d) First Exercisable Date. The Board shall determine how and when
shares covered by a Stock Option may be purchased. The Board
may establish waiting periods, the dates on which Stock
Options become exercisable or "vested" and, subject to
paragraph (b) of this section, exercise periods. The Board may
accelerate the exercisability of any Stock Option or portion
thereof.
(e) Termination of Service as Director. Unless determined
otherwise by the Board, upon the expiration of a Stock Option
grantee's term of office or resignation from the Board, Stock
Option privileges shall be limited to the shares that were
immediately exercisable at the date of such event. The Board,
however, in its discretion, may provide that any Stock Options
outstanding but not yet exercisable upon the termination of a
Stock Option grantee's Board service may become exercisable in
accordance with a schedule determined by the Board. Such Stock
Option privileges shall expire unless exercised within such
period of time after the date of termination of such Board
service as may be established by the Board, but in no event
later than the expiration date of the Stock Option.
8. Restricted Stock Grants

The Board may award shares of Common Stock to a Non-Employee Director, which
shares shall be subject to the following terms and conditions and such other
terms and conditions as the Board may prescribe ("Restricted Stock Grant"):
(a) Requirement of Board Service. A grantee of a Restricted Stock Grant
must remain an active Board member of UCI during the period designated by the
Board ("Restriction Period") in order to retain the shares under the Restricted
Stock Grant. If the grantee ceases being a UCI Board prior to the end of the
Restriction Period, the Restricted Stock Grant shall terminate and the shares of
Common Stock shall be returned immediately to UCI provided that the Board may,
at the time of the grant, provide for the Board service restriction to lapse
with respect to a portion or portions of the Restricted Stock Grant at different
times during the Restriction Period. The Board may, in its discretion, also
provide for such complete or partial exceptions to the Board service restriction
as it deems equitable.
(b) Restrictions on Transfer and Legend on Stock Certificates.
During the Restriction Period, the grantee may not sell,
assign, transfer, pledge or otherwise dispose of the shares of
Common Stock. Each certificate for shares of Common Stock
issued hereunder shall contain a legend giving appropriate
notice of the restrictions in the grant.
(c) Escrow Agreement. The Board may require the grantee to enter
into an escrow agreement providing that the certificates
representing the Restricted Stock Grant will remain in the
physical custody of an escrow holder until all restrictions
are removed or expire.
(d) Lapse of Restrictions. All restrictions imposed under the
Restricted Stock Grant shall lapse upon the expiration of the
Restriction Period if the conditions set forth above have been
met. The grantee shall then be entitled to have the legend
removed from the certificates. The Board may establish rules
and procedures to permit a grantee to defer recognition of
income upon the expiration of the Restriction Period.

(e) Dividends. The Board shall, in its discretion, at the time of
the Restricted Stock Grant, provide that any dividends
declared on the Common Stock during the Restriction Period
shall either be (i) paid to the grantee, or (ii) accumulated
for the benefit of the grantee and paid to the grantee only
after the expiration of the Restriction Period.
9. Other Share-Based Awards

The Board may grant an award of shares of common stock (a "Share Award") to
any Non-Employee Director on such terms and conditions as the Board may
determine in its sole discretion. Share Awards may be made as additional
compensation for services rendered by the Non-Employee Director or may be in
lieu of cash or other compensation to which the Director is entitled from UCI.
10. Transferability

Incentives granted under the Plan will not be transferable or assignable by the
recipient, and may not be made subject to execution, attachment or similar
procedures, other than by will or the laws of descent and distribution or as
determined by the Board in accordance with regulations promulgated under the
Securities Exchange Act of 1934, or any other applicable law or regulation.
Notwithstanding the foregoing, the Board, in its discretion, may adopt rules
permitting the transfer, solely as gifts during the grantee's lifetime, of Stock
Options to members of a grantee's immediate family or to trusts, family
partnerships or similar entities for the benefit of such immediate family
members. For this purpose, immediate family member means the grantee's spouse,
parent, child, stepchild, grandchild and the spouses of such family members. The
terms of a Stock Option shall be final, binding and conclusive upon the
beneficiaries, executors, administrators, heirs and successors of the grantee.
11. Discontinuance or Amendment of the Plan

The Board may discontinue the Plan at any time and may from time to time amend
or revise the terms of the Plan as permitted by applicable statutes, except that
it may not, without the consent of the grantees affected, revoke or alter, in a
manner unfavorable to the grantees of any Incentives hereunder, any Incentives
then outstanding, nor may the Board amend the Plan without stockholder approval
where the absence of such approval would cause the Plan to fail to comply with
Rule 16b-3 under the Exchange Act, or any other requirement of applicable law or
regulation. Unless approved by UCI's stockholders or as otherwise specifically
provided under this Plan, no adjustments or reduction of the exercise price of
any outstanding Incentives shall be made in the event of a decline in stock
price, either by reducing the exercise price of outstanding Incentives or
through cancellation of outstanding Incentives in connection with regranting of
Incentives at a lower price to the same individual.
No Limitation on Compensation
Nothing in the Plan shall be construed to limit the right of UCI to establish
other plans or to pay compensation to its Non-Employee Directors, in cash or
property, in a manner which is not expressly authorized under the Plan. No
Constraint on Corporate Action Nothing in the Plan shall be construed (i) to
limit, impair or otherwise affect UCI's right or power to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer
all or any part of its business or assets, or (ii) except as provided in Section
11, to limit the right or power of UCI, its parent, or any subsidiary, affiliate
or joint venture to take any action which such entity deems to be necessary or
appropriate.
12. Compliance with Section 16

With respect to Non-Employee Directors subject to Section 16 of the Exchange Act
("Section 16 Officers"), transactions under the Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successor under the Exchange Act.
To the extent that compliance with any Plan provision applicable solely to the
Section 16 Officers is not required in order to bring a transaction by such
Section 16 Officer into compliance with Rule 16b-3, it shall be deemed null and
void as to such transaction, to the extent permitted by law and deemed advisable
by the Board and its delegees. To the extent any provision of the Plan or action
by the Plan administrators involving such Section 16 Officers is deemed not to
comply with an applicable condition of Rule 16b-3, it shall be deemed null and
void as to such Section 16 Officers, to the extent permitted by law and deemed
advisable by the Plan administrators. 13. Use of Proceeds

(a) Options.
1. Vesting of Options. Upon the occurrence of a Change
in Control, each Stock Option which is outstanding
immediately prior to the Change in Control, shall
immediately become fully vested and exercisable.
2. Post-Termination Exercise Period. If Stock Options continue to be
outstanding following the Change in Control or are exchanged for or converted
into Successor Options, then the portion of such Stock Options or such Successor
Options, as applicable, that is vested and exercisable immediately following the
cessation of Board service of the holder thereof after the Change in Control
shall remain exercisable following such termination for five years from the date
of such termination (but not beyond the remainder of the term thereof) provided,
however, that, if such termination is by reason of gross misconduct, death or
retirement (as these terms are applied to awards granted under the Plan), then
those provisions of the Plan that are applicable to a termination by reason of
gross misconduct, death or retirement shall apply to such termination.
3. Cashout of Stock Options. If the Stock Options do not continue to be
outstanding following the Change in Control and are not exchanged for or
converted into Successor Options, each holder of a vested and exercisable option
shall be entitled to receive, as soon as practicable following the Change in
Control, for each share of Common Stock subject to a vested and exercisable
option, an amount of cash determined by the Board prior to the Change in Control
but in no event less than the excess of the Change in Control Price over the
exercise price thereof (subject to any existing deferral elections then in
effect). If the consideration to be paid in a Change in Control is not entirely
shares of common stock of an acquiring or resulting corporation, then the Board
may, prior to the Change in Control, provide for the cancellation of outstanding
Stock Options at the time of the Change in Control in whole or in part for cash
pursuant to this Section 18(a)(3) or may provide for the exchange or conversion
of outstanding Stock Options at the time of the Change in Control in whole or in
part, and, in connection with any such provision, may (but shall not be
obligated to) permit holders of Stock Options to make such elections related
thereto as it determines are appropriate.
(b) Restricted Stock.
1. Vesting of Restricted Stock. Upon the occurrence of a
Change in Control, each unvested restricted stock
award which is outstanding immediately prior to the
Change in Control under the Plan shall immediately
become fully vested.
2. Settlement of Restricted Stock.
(i) If the Common Stock continues to be widely
held and freely tradable following the Change
in Control or is exchanged for or converted
into securities of a successor entity that
are widely held and freely tradable, then the
restricted stock shall be paid in shares of
Common Stock or such other securities as soon
as practicable after the date of the Change
in Control (subject to any existing deferral
elections then in effect).
(ii) If the Common Stock does not continue to be
widely held and freely tradable following the
Change in Control and is not exchanged for or
converted into securities of a successor
entity that are widely held and freely
tradable, then the restricted stock shall be
paid in cash as soon as practicable after the
date of the Change in Control (subject to any
existing deferral elections then in effect).
(c) Other Provisions.
1. Except to the extent required by applicable law, for
the entirety of the Protection Period, the material
terms of the Plan shall not be modified in any manner
that is materially adverse to the Qualifying
Participants (it being understood that this Section
18(c) shall not require that any specific type or
levels of equity awards be granted to Qualifying
Participants following the Change in Control).
2. During the Protection Period, the Plan may not be
amended or modified to reduce or eliminate the
protections set forth in Section 18(c)(1) and may not
be terminated.
3. UCI shall pay all legal fees and related expenses
(including the costs of experts, evidence and
counsel) reasonably and in good faith incurred by a
Qualifying Participant if the Qualifying Participant
prevails on his or her claim for relief in an action
(x) by the Qualifying Participant claiming that the
provisions of Section 18(c)(1) or 18(c)(2) of the
Plan have been violated (but, for avoidance of doubt,
excluding claims for plan benefits in the ordinary
course) and (y) if applicable, by UCI or the
Qualifying Participant's employer to enforce
post-termination covenants against the Qualifying
Participant.
(d) Definitions. For purposes of this Section 18, the following
terms shall have the following meanings: 1. "Change in
Control" shall have the meaning set forth in Section 409A of
the Code and the regulations issued
thereunder.
2. "Change in Control Price" shall mean, with respect to a share of Common
Stock, the higher of (A) the highest reported sales price, of such share in any
transaction reported on the New York Stock Exchange Composite Tape or other
national exchange on which such shares are listed, or on the NASDAQ quotation
system, or the average of the high and low bid prices reported on the
over-the-counter bulletin board, during the ten-day period prior to and
including the date of a Change in Control, and (B) if the Change in Control is
the result of a tender or exchange offer, merger, or other, similar corporate
transaction, the highest price per such share paid in such tender or exchange
offer, merger or other, similar corporate transaction; provided that, to the
extent all or part of the consideration paid in any such transaction consists of
securities or other noncash consideration, the value of such securities or other
noncash consideration shall be determined by the Board.
3. "Protection Period" shall mean the period beginning
on the date of the Change in Control and ending on
the second anniversary of the date of the Change in
Control.
4. "Qualifying Participants" shall mean those
individuals who participate in the Plan (whether as
current or former Non-Employee Directors) as of
immediately prior to the Change in Control.

APPENDIX C
UCI Medical Affiliates, Inc.
Audit Committee Charter

Last Revised June 9, 2005

1. PURPOSE

The board of directors of UCI Medical Affiliates, Inc. (referred to
herein as the "company") appoints the company's Audit Committee (the
"Committee") to assist the company's board of directors (referred to herein as
the "board") in fulfilling its oversight responsibilities for the company's
accounting and financial reporting processes, the audits of the company's
financial statements, and compliance by the company and its personnel with
applicable legal, regulatory, and ethics programs of the company. In undertaking
these activities, the Committee shall oversee and monitor:
(a) the integrity of the company's accounting and financial reporting process,
including the financial reports and other financial information provided by the
company to the public,

(b) the independence and qualifications of the company's external auditor,

(d) the company's system of internal accounting and financial controls,

(e) the company's system of public and private disclosure controls, and

(f) the company's compliance with laws, regulations, and the company's Senior
Financial Officer Code of Ethics and any other code of ethics applicable to the
company.

2. AUTHORITY

(a) Scope. The Committee has authority to conduct or authorize examinations into
any matters within its scope of responsibility. It has sole authority to:

(i) Engage External Auditor: Appoint, compensate, retain, and directly oversee
the work of the company's external auditor (subject to stockholder approval, if
applicable).

(ii) Approve Audit and Non-Audit Services: Pre-approve all audit services and
permitted non-audit services provided to the company by its external auditor
(subject to the de minimis exceptions for permitted non-audit services described
in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), which are approved by the Committee prior to completion of the
audit).

In this connection, the Committee also has authority to:
(1) retain outside advisors, including counsel, as it determines necessary to
carry out its duties.

(2) when appropriate, form and delegate to subcommittees consisting of one or
more independent members, the authority to grant pre-approvals of audit services
and permitted non-audit services, provided that decisions of the subcommittee to
grant pre-approvals shall be presented to the full Committee at its next
scheduled meeting.

(3) establish detailed pre-approval policies for permitted non-audit services.

(4) meet with company officers, external auditors, or outside counsel, as
necessary.

(5) seek any information it requires from external parties or from employees of
the company, each of whom is directed to cooperate with the Committee's
requests.

(iii) Resolve Reporting Disagreements: Resolve any disagreements between
management and the external auditor regarding financial reporting.

(iv) Address Accounting and Auditing Complaints: Receive and address all
complaints received by the company regarding accounting, internal accounting
controls, and auditing matters and concerns regarding questionable accounting or
auditing matters.

(b) Funding of Activities. The company shall provide appropriate funding, as
determined by the Committee, for payment of: (i) compensation to any registered
public accounting firm engaged for the purpose of rendering or issuing an audit
report or related work or performing other audit, review, or attest services for
the company; (ii) compensation to any advisors employed by the Committee; and
(iii) ordinary administrative expenses of the Committee that are necessary or
appropriate in carrying out its duties.

3. COMPOSITION

(a) Appointment. The board will appoint Committee members and the Committee
chairman. The Board may replace any or all Committee members.

(b) Number of Members. The Committee will consist of at least two members of the
board.

(c) Eligibility Requirements of Regulatory Authorities. In addition to any other
eligibility requirements for members of the Committee set forth in this Audit
Committee Charter, each Committee member shall meet the independence and
experience requirements of:

(i) Section 10A(m)(3) of the Exchange Act, including Rule 10A-3 of the Exchange
Act;

(ii) the Sarbanes-Oxley Act of 2002; and

(iii) the other rules and regulations of the Securities Exchange Commission (the
"Commission").

(d) Independence of Each Member.

(i) Generally. Except as stated in Section 3(d)(iii) below, each Committee
member shall be independent. To be independent, a member of the Committee may
not, other than in his or her capacity as a member of the Committee, the board,
or any other board committee:

(1) accept, directly or indirectly, any consulting , advisory, or other
compensatory fees from the company; or

(2) be an affiliated person of the company or its affiliates.

Prohibited indirect acceptance of fees includes acceptance by
a: (i) spouse; (ii) a minor child or stepchild; (iii) a child or stepchild
sharing a home with the Committee member; or (iv) an entity in which such member
is a partner, member, or an executive officer or managing director and which
provides accounting, consulting, legal, investment banking, or financial
advisory services to the company or its subsidiaries. Prohibited compensatory
fees do NOT include the receipt of fixed amounts of compensation under a
retirement plan (including deferred compensation) for prior services with the
listed issuer (provided that such compensation is not contingent in any way on
continued service).

Committee members that also sit on the board of directors of
an affiliate of the company are exempt from 3(d)(i)(2) if the members, except
for being a director on each of such boards, otherwise meet the independence
requirements for each entity.

(ii) Persons NOT Independent. The following persons shall not be considered
independent:(1)

(1) A director who is, or during the past three years was, employed by the
company or any of its affiliates.

(2) A director who accepts, or has an immediate family member who accepts, any
payments from the company or any of its affiliates in excess of $60,000 during
the current or any of the past three fiscal years, other than compensation for
board service, payments arising solely from investments in the company's
securities, compensation paid to an immediate family member who is a
non-executive employee of the company or its affiliates, compensation received
for former services as an interim chairman or chief executive officer, benefits
under a tax-qualified retirement plan, non-discretionary compensation, or loans
permitted under section 13(k) of the Exchange Act.

(3) A director who is an immediate family member of an individual who is, or has
been in any of the past three years, employed by the company or any of its
affiliates as an executive officer.

(4) A director who is, or has an immediate family member who is, a partner in,
or a controlling stockholder or an executive officer of, any organization to
which the company made, or from which the company received, payments (other than
those arising solely from investments in the company's securities or payments
under non-discretionary charitable contribution matching programs) that exceed
5% of the organization's consolidated gross revenues for that year, or $200,000,
whichever is more, in any of the most recent three fiscal years.

(5) A director of the company who is, or has an immediate family member who is,
employed as an executive officer of another entity where at any time during the
most recent three fiscal years any of the company's executives serve on that
entity's compensation committee.

(6) A director who is, or has an immediate family member who is, a current
partner of the company's outside auditor, or was a partner or employee of the
company's outside auditor who worked on the company's audit at any time during
any of the past three years.

"Immediate family member" includes a person's spouse, parents, children,
siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law,
son-in-law, daughter-in-law, and anyone who resides in such person's home (other
than domestic employees).

(iii) Limited Exceptions. Notwithstanding the
requirement that every member of the Committee be
independent, as long as three members serve on the Committee, one director who
is not independent as set forth in Section 121(A) of the American Stock Exchange
listing requirements, but who satisfies the requirements of Rule 10A-3 under the
Securities Exchange Act of 1934, and who is not a current officer or employee of
the company or an immediate family member of a current officer or employee, may
be appointed as a new member to the Committee if:

(1) the board, under exceptional and limited circumstances, determines that
membership on the Committee by the individual is required by the best interests
of the company and its stockholders, and

(2) the board discloses, in the next annual proxy statement of the company
subsequent to such determination, the nature of the relationship that makes the
individual not independent and the reasons for the board's determination that
membership on the Committee by the individual is required by the best interests
of the company and its stockholders.

A director appointed to the Committee pursuant to this limited
exception may not serve for in excess of two consecutive years and may not chair
the Committee. Additionally, if a Committee member ceases to be independent for
reasons outside the member's reasonable control, that person may remain a
Committee member until the earlier of the next annual stockholders meeting or
one year from the occurrence of the event that caused the member to be no longer
independent.

(iv) Financial Expert. At least one member of the Committee shall satisfy the
definition of, and be designed as, a "financial expert", as defined by the
Commission in Regulation S-K, Item 401(h).

(e) Service on Other Audit Committees. The Committee shall direct the company to
include appropriate disclosures in its Commission filings with regard to service
by Committee members on the audit committees of other public companies as
required by Commission rules and regulations then in effect.

4. MEETINGS

The Committee may establish its own rules of procedure and will meet as
often as such rules or the Committee otherwise determines is appropriate, but
not less frequently than quarterly. The chairman of the Committee shall preside
at each Committee meeting. In the absence of the appointed chairman during any
Committee meeting, the Committee may designate a chairman pro tempore. All
Committee members are expected to attend each meeting, in person or via
telephone or videoconference. A majority of the Committee shall constitute a
quorum for the conduct of business at any Committee meeting. The Committee shall
act only on the affirmative vote of a majority of members at a meeting at which
a quorum is present or by unanimous written consent. The Committee periodically
will hold private meetings with management, the internal auditor(s), and the
external auditor. The Committee may invite any officer or employee of the
company, the external auditor, the company's outside legal counsel, the
Committee's outside legal counsel, or others to attend meetings and provide
pertinent information. The Committee chairperson will prepare agendas and
provide the agendas in advance to members, along with appropriate briefing
materials. A member of the Committee or a person designated by the Committee
will keep minutes.

5. RESPONSIBILITIES

The Committee's job is one of oversight. The company's management is
responsible for preparing the company's financial statements and for developing
and maintaining systems of internal accounting and financial control, and the
external auditor is responsible for auditing those financial statements and
reviewing the internal controls. Additionally, the Committee recognizes that
financial management, including the internal accounting staff, as well as the
external auditors, has more time and knowledge and more detailed information
concerning the company than do Committee members. Consequently, in carrying out
its responsibilities, the Committee is not providing any expert or special
assurance as to the company's financial statements or any professional
certificate as to the external auditor's work. The Committee does not plan or
conduct audits or determine whether the company's financial statements are
complete, accurate, or in accordance with generally accepted accounting
principles.

The Committee will carry out the following responsibilities. These
responsibilities are set forth as a guide, with the understanding that the
Committee may diverge from this guide as appropriate upon advice of advisors to
the Committee given any particular circumstances:

(a) Financial Statements and Company Reports.

(i) Significant Accounting Issues. Review and discuss with management and the
external auditor significant accounting and financial reporting issues,
including complex or unusual transactions and judgments concerning significant
estimates or significant changes in the company's selection or application of
accounting principles, and recent professional, accounting, and regulatory
pronouncements and initiatives, and understand their impact on the company's
financial statements.

(ii) Results of the Audit. Review and discuss with management and the external
auditor the results of the audit, including any difficulties encountered in the
course of the audit work, any restrictions on the scope of activities or access
to requested information, and any significant disagreements with management.

(iii) Annual Financials Included in Form 10-K. Review and discuss with
management and the external auditor the annual financial statements, along with
any off-balance sheet structures, including disclosures made in management's
discussion and analysis of financial condition and results of operations, and
recommend to the board whether such disclosures should be included in the
company's Annual Report on Form 10-K filed with the Commission or other
applicable regulatory filings with regulators.

(iv) Interim Financial Statements. Understand how management prepares interim
financial information and the nature and extent of internal and external auditor
involvement. Review and discuss with management and the external auditor any
interim financial statements, including the results of the external auditor's
review of the company's quarterly financial statements, before filing the
company's Quarterly Report on Form 10-Q with the Commission or other applicable
regulatory filings with regulators.

(v) CEO and CFO Internal Control Disclosures. Review disclosures made to the
Committee by the company's Chief Executive Officer and Chief Financial Officer
during their certification process for the company's Annual Report on Form 10-K
and the company's Quarterly Reports on Forms 10-Q about any significant
deficiencies in the design or operation of internal controls or material
weaknesses therein and any fraud involving management or other employees who
have a significant role in the company's internal controls.

(vi) Disclosure Controls. As required by Section 302 of the Sarbanes-Oxley Act
of 2002, review and discuss with management and the external auditor and the
internal auditors the company's disclosure controls and procedures, any
deficiencies in such disclosure controls and procedures, and any fraud.

(vii) External Auditor's Reports. At least annually prior to the filing of the
audit report with the Commission (and more frequently if appropriate), review
and discuss reports from the external auditor on:

(1) all critical accounting policies and practices to be used,

(2) all alternative treatments of financial information within GAAP that have
been discussed with management, including ramifications of the use of such
alternative disclosures and treatments and the treatment preferred by the
external auditor, and

(3) other material written communications between the external auditor and
management, such as any management letter or schedules of unadjusted
differences.

(viii) SAS Nos. 61 & 90. Review and discuss with management and the external
auditor all matters required to be communicated to the Committee under generally
accepted auditing standards, including matters required to be discussed by
Statement on Auditing Standards No. 61 relating to conduct of the audit, as
amended by Statement on Auditing Standards No. 90.

(ix) Earnings Disclosure. Discuss with management the company's earnings press
releases, including the use of "pro forma" or "adjusted" non-GAAP information,
as well as financial information and earnings guidance provided to analysts and
rating agencies. Such discussion may be done generally (consisting of discussing
the types of information to be disclosed and the types of presentations to be
made).

(x) Audit Committee Report. Prepare the report required by the rules of the
Commission (including without limitation Rule 14a-101, Item 7(d)(3) and
Regulation S-K, Item 306) to be included in the company's annual proxy
statement.

(b) Internal Controls and Risk Management.

(i) Review of Controls. Understand the scope of the external auditor's reviews
of internal control over financial reporting, and obtain reports from the
external auditor on significant findings and recommendations, together with
management's responses.

(ii) Effectiveness of Internal Controls. Consider the effectiveness of the
company's internal control systems, including information technology security
and control. Beginning with fiscal year 2006 or such later date as the
Commission deems appropriate, review management's report on the company's
internal control over financial reporting and the related attestation report of
the external auditor.

(iii) Financial Risk Exposure. Meet with management to review the company's
major financial risk exposures and the steps management has taken to monitor and
control such exposures, including the company's risk assessment and risk
management policies.

(i) Direct Reporting. Have the external auditor report directly to the
Committee.

(ii) Auditor Accountability. Consider the external auditor's ultimate
accountability to the Committee and the board, as representatives of the
stockholders, when evaluating, and, where appropriate, replacing the external
auditor (and in nominating the external auditor to be proposed for stockholder
approval in any proxy statement).

(iii) Auditor Quality Control Review. Obtain and review a report from the
external auditor regarding its quality control procedures, and material issues
raised by the most recent internal quality control review, or peer review, of
the external auditor or by any inquiry or investigation by governmental or
professional authorities within the preceding five years respecting one or more
of the independent audits carried out by the external auditor, and any steps
taken to deal with any such issues and all relationships between the external
auditor and the company.

(iv) Auditor Independence Review. Take, or recommend to the board the taking of,
appropriate action to oversee the independence of the external auditor,
including actively engaging in a dialogue with the external auditor with respect
to any disclosed relationships or services that may impact the objectivity and
independence of the external auditor.

(v) ISBS No. 1. Obtain and review a formal written statement from the external
auditor delineating all relationships between the external auditor and the
company, consistent with Independence Standards Board Standard 1.

(vi) Pre-Approval of Audit and Non-Audit Services. Pre-approve all audit and
permissible non-audit services to be provided by external auditors (subject to
the de minimis exceptions for permitted non-audit services described in Section
10A(i)(1)(B) of the Exchange Act). Consider the appropriateness of the related
fees and whether the provision of any services by the independent auditors not
related to the audit of the annual financial statements and the review of the
interim financial statements included in the Company's Forms 10-Q for such year
is compatible with maintaining the auditor's independence. The external auditor
shall not provide any non-audit services unless:

(1) the non-audit services are not prohibited non-audit services, as set forth
in section 201 of the Sarbanes-Oxley Act of 2002 and the rules and regulations
of the Commission thereunder;

(2) the Committee approves in advance the provision of permissible non-audit
services, as required by the Sarbanes-Oxley Act of 2002 and rules and
regulations of the Commission thereunder, and

(3) the company makes complete and adequate disclosure of the services and the
approval.

(vii) Auditor Evaluation. Taking into account the opinions of management and the
internal auditors, evaluate and present to the board the conclusions of the
Committee regarding the qualifications, performance, and independence of the
external auditor, including considering whether the auditor's quality controls
are adequate and whether permitted non-audit services are compatible with
maintaining the auditor's independence.

(viii) Audit Partner Rotation. Ensure the rotation of the audit partners as
required by law (including without limitation section 203 of the Sarbanes-Oxley
Act of 2002 and the rules promulgated thereunder) and consider whether in order
to assure continuing auditor independence it is appropriate to adopt a policy of
rotating the external audit firm on a regular basis.

(ix) Hiring of Auditor Personnel. Establish policies concerning the company's
hiring of employees or former employees of the external auditor, as required by
law (including without limitation section 203 of the Sarbanes-Oxley Act of 2002
and the rules promulgated thereunder) and by applicable listing standards.

(x) Private Meetings. On a regular basis, meet separately with the external
auditor to discuss any matters that the Committee or external auditor believes
should be discussed privately.

(d) Conduct of Audit.

(i) Pre-Audit Meeting. Meet with the external auditor to discuss the external
auditor's proposed audit planning, scope, staffing, and approach, including
coordination of its effort with internal audit.

(ii) Management Letter and Audit Issues. Review with the external auditor any
problems or difficulties the auditor may have encountered and any management
letter provided by the auditor and the company's response to that letter. Such
review should cover any difficulties encountered in the course of the audit
work, including any restrictions on the scope of activities or access to
required information.

(iii) Response to Auditor Discovery of Illegal Acts. Obtain from the external
auditor assurance that Section 10A(b) of the Exchange Act has not been
implicated.

(e) Compliance.

(i) Code of Ethics and Business Conduct. Advise the board with respect to the
company's policies and procedures regarding compliance with applicable laws and
regulations and with the company's Senior Financial Officer Code of Ethics and
any other applicable code of ethics, including review of the process for
monitoring compliance and for communicating the Senior Financial Officer Code of
Ethics or other applicable code of ethics to company personnel.

(ii) Handling of Complaints. Establish procedures for:

(1) the receipt, retention, and treatment of complaints received by the company
from external sources regarding accounting, internal accounting controls, or
auditing matters; and

(2) the confidential, anonymous submission by the company's employees of
concerns regarding questionable accounting or auditing matters.

(iii) Assess Impact of Third Party Observations. Review and discuss with
management and the external auditor any correspondence with, or the findings of
any examinations by, regulatory agencies, published reports, or auditor
observations that raise significant issues regarding the company's financial
statements or accounting policies.

(iv) Compliance Updates from Management and Counsel. Obtain regular updates from
management and company counsel regarding compliance matters and legal matters
that may have a significant impact on the financial statements or the company's
compliance policies.

(f) Other Responsibilities.

(i) Regularly report to the board about Committee activities, issues, and
related recommendations.

(ii) Provide an open avenue of communication between the external auditor and
the board.

(iii) Institute and oversee special investigations as needed.

(iv) Review and evaluate any related party transactions, make appropriate
recommendations to the board, and review any related disclosures to the
Commission.

(v) Annually review and assess the adequacy of this Audit Committee Charter,
requesting board approval for proposed changes, and ensure appropriate
disclosure as may be required by law or regulation.

(vi) Annually review the Committee's own performance.

(vii) Review any other reports the company issues that relate to Committee
responsibilities.

(viii) Perform other activities related to this Audit Committee Charter as
requested by the board.

(1) In accordance with Rule 14a-101, Item 7(d)(3)(iv)(B), we are selecting the
definition of independence that is found in the American Stock Exchange Rule
121A. From the date of this charter until December 1, 2004, the three-year look
back period referenced in Sections (3)(ii)(1)-(6) above shall be only a one-year
look back period, as permitted by the American Stock Exchange Rule 121A.