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 MARCH 18, 2008

The 2008 annual meeting of stockholders of UCI Medical Affiliates, Inc.
will be held at The Palmetto Club, 1231 Sumter Street, Columbia, South Carolina,
on Tuesday, March 18, 2008, beginning at 10:00 a.m. eastern time, for the
following purposes:

(1) To elect three directors for a three-year term to expire at the 2011
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, 2008; and

(3) 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 18, 2008 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 24, 2008

Table of Contents

Page
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

Who are the current members of the Board?..................................................................4

Important Information Regarding Directors..................................................................4

What is the role of the Board's committees?................................................................6

How does the Board select nominees for the Board?..........................................................6

How often did the Board meet during fiscal year 2007?......................................................7

How are directors compensated?.............................................................................7

What related party transactions exist?.....................................................................8

Who are the Company's Executive Officers?.................................................................10

RATIFICATION OF APPOINTMENT OF AUDITORS............................................................................11

OTHER BUSINESS.....................................................................................................12

Table of Contents
(continued)

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS..................................12

Who are the largest owners of our stock, and how much stock do our directors and executive officers own?..12

Section 16(a) Beneficial Ownership Reporting Compliance...................................................13

EXECUTIVE COMPENSATION.............................................................................................13

Compensation Discussion and Analysis......................................................................13

Report of Compensation Committee .........................................................................16

Compensation Committee Interlocks and Insider Participation...............................................17

Summary Compensation Table................................................................................17

2007 Option Exercises And Stock Vested....................................................................17

Non-Qualified Deferred Compensation.......................................................................18

REPORT OF THE AUDIT COMMITTEE......................................................................................18

MISCELLANEOUS......................................................................................................19

Does the company have a code of ethics?...................................................................19

How do stockholders communicate with the Board?...........................................................19

When are stockholder proposals for the 2009 Annual Meeting due?...........................................19

When are nominations for the election of Directors for the 2009 Annual Meeting due?.......................20

ANNUAL REPORT ON FORM 10-K.........................................................................................21

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

PROXY STATEMENT

This proxy statement contains information related to the 2008 annual
meeting of our stockholders to be held at The Palmetto Club, 1231 Sumter Street,
Columbia, South Carolina, on Tuesday, March 18, 2008 at 10:00 a.m. eastern time,
and at any adjournment of the meeting. We are mailing this proxy statement to
stockholders on or about January 28, 2008.

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 and the ratification of our independent auditors. 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 18,
2008, 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 9:30 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 242 stockholders held of record
9,914,122 issued and outstanding shares of our common stock. Consequently, the
presence of the holders of common stock representing at least 4,957,061 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 three 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 three, 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 eight directorships divided
into one class of two and two classes of three. The Board proposes three
individuals, Joseph A. Boyle, CPA, Thomas G. Faulds and John A. Little, Jr.,
M.D., as nominees to serve from the date of their election at the annual meeting
until the 2011 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.

Terms Expiring in 2011: Joseph A. Boyle, CPA, Thomas G. Faulds and John A.
Little, Jr., M.D.

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

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. 60 2009 * **
Joseph A. Boyle, CPA 53 2008(1) ** *
Ann T. Burnett 54 2010
Jean E. Duke, CPA 52 2010 * *
Thomas G. Faulds 66 2008(1)
John M. Little, Jr., M.D. 57 2008(1) *
Charles M. Potok 58 2009 **
Timothy L. Vaughn, CPA 43 2010 *

(1) This director is nominated for re-election at the 2008 annual meeting of
stockholders for a term expiring at the annual meeting expected to be held in
2011. * Member ** Chairman

Important Information Regarding Directors

Directors Nominees For Terms Expiring at the Annual Meeting Expected to be Held
in 2011:

Joseph A. Boyle, CPA, 53, 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, 66, served as President and Chief Operating Officer of
the Blue Cross Blue Shield Division of Blue Cross and Blue Shield of South
Carolina ("BCBS") from 1998 until his retirement on May 1, 2007, and also served
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 was employed by BCBS since
March, 1972. Mr. Faulds previously served as one of our directors 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 our Board of Directors as of December 13, 2005, to serve for Dr. Jordan's
unexpired term.

John M. Little, Jr., M.D., MBA, 57, 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.

Directors Whose Terms Expire at the Annual Meeting Expected to be Held in 2010:

Ann T. Burnett, 54, currently serves as Vice President of the Health
Network Services division of BlueChoice HealthPlan of South Carolina, Inc.
("BlueChoice"), a Subsidiary of Blue Cross and Blue Shield of South Carolina.
Ms. Burnett has been employed by BlueChoice since 1986. Ms. Burnett was
appointed to our Board of Directors on April 20, 2007.

Jean E. Duke, CPA, 52, 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 2007.

Timothy L. Vaughn, CPA, 43, 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 2007.

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

Harold H. Adams, Jr., 60, has served as one of our directors since June
1994 (Area President, Adams & Associates International - Arthur J. Gallagher
Risk Management Services {A&AI - AJG}. Prior to this, he was 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 Area President 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 37 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, 58, 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 Indian Waters Council of the Boy Scouts of America. Mr. Potok was most
recently reelected as a director at the annual meeting of stockholders in 2006.

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. The Board has determined that all of the current members of
the Audit Committee meet the independence criteria prescribed by the Securities
and Exchange Commission for service on the Audit Committee. 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,
2007.

Compensation Committee. We describe the functions of the Compensation
Committee under the heading of "Report of Compensation Committee." The
Compensation Committee met once during the fiscal year ended September 30, 2007.

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. The Board has determined that 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,
2007.

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 "When are nominations for the election of Directors for the 2009 Annual
Meeting due?"

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 2007?

Our Board held a total of four meetings during our fiscal year ended
September 30, 2007. 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, except Thomas G. Faulds, attended our 2007 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. On January 10, 2007, Mr.
Faulds exercised his 5,000 options, and on March 27, 2007, Mr. Potok exercised
his 5,000 options. No options under the 1997 Non-Employee Plan remain
outstanding.

Director Compensation

Name Fees Stock Option Non-Equity Change in All Other Total ($)
- ----- - ---------
Earned Awards ($) Awards ($) Incentive Plan Pension Value Compensation ($)
---------- ---------- ----------------
or Paid in Compensation ($) and
----------------
Cash ($)(1) Nonqualified
-----------
Deferred
Compensation
Earnings ($)
Harold H. Adams, Jr. $5,000 - - - - - $5,000
Joseph A. Boyle, CPA $5,000 - - - - - $5,000
Ann T. Burnett $3,000 - - - - - $3,000
Jean E. Duke, CPA $5,000 - - - - - $5,000
Thomas G. Faulds $4,000 - - - - - $4,000
John M. Little, Jr., $5,000 - - - - - $5,000
M.D.
Charles M. Potok $6,000 - - - - - $6,000
Timothy L. Vaughn, CPA $5,000 - - - - - $5,000

(1) Amounts in this column reflect amounts paid in cash in fiscal 2007.

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, 2007 and 2006, the P.A.
received an aggregate of approximately $71,857,000 and $63,672,000,
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 18, 2008, 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 67.84 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, 2007 is
$325,000, 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.

Who are the Company's Executive Officers?

The following individuals constitute our executive officers:

Name Age Offices Held

D. Michael Stout, M.D. 62 President and Chief Executive Officer

Jerry F. Wells, Jr., CPA 45 Executive Vice President, Chief Financial Officer
and Secretary

D. Michael Stout, M.D., 62, 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 Eligible 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, 45, 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.

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, 2008, 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 provide additional information relating to our Audit Committee
below under the heading "Report of the Audit Committee."

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 following table presents fees for professional services rendered by
Scott McElveen, L.L.P. for the audit of our annual financial statements for
fiscal years 2007 and 2006, together with fees for audit related services and
tax services rendered by Scott McElveen, L.L.P. for fiscal years ending
September 30, 2007 and 2006.

Fiscal Fiscal
Year 2007 Year 2006
----------- -----------
----------- -----------
Audit Fees(1) $96,000 $88,000
Tax Fees $15,500 $15,000
All Other Fees(2) $ 9,500 $ 8,500

(1) Audit fees consisted primarily of the audit of the Company's
annual financial statements and for reviews of the financial
statements and for reviews of the consolidated financial
statements included in the Company's annual report on Form
10-K and quarterly reports on Form 10-Q. These fees include
amounts paid or expected to be paid for each year's respective
audit.

2 Other fees include fees for audit of the Company's 401(k) plan
for 2007 and 2006.

All audit, audit-related and tax services were pre-approved by the
Audit Committee, which concluded that provision of such services by Scott
McElveen, L.L.P. was compatible with the maintenance of Scott McElveen, L.L.P's
independence in the conduct of its auditing functions.

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, 2008.

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.

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS

Who are the largest owners of our stock, and how much stock do 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 18, 2008.
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 18,
2008, (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 9,914,122 shares
of common stock outstanding on January 18, 2008.

Shares
Beneficially
Name Owned (1) Percentage
- ------------------------------------------------------------------------- ----------------- -------------
Blue Cross and Blue Shield of South Carolina (2)...............................6,726,019 67.84%
Bandera Partners LLC (3)........................................................ 510,639 5.15%
Harold H. Adams, Jr. ..............................................................2,500 *
Joseph A. Boyle, CPA...................................................................0 0
Ann T. Burnett.........................................................................0 0
Jean E. Duke, CPA..................................................................2,000 *
Thomas G. Faulds ..................................................................5,000 *
John M. Little, Jr., M.D...............................................................0 0
Charles M. Potok...................................................................5,000 *
Timothy L. Vaughn, CPA.................................................................0 0
D. Michael Stout, M.D. ..........................................................293,060 2.96%
Jerry F. Wells, Jr., CPA .............................................................0 0
All current directors and executive officers
As a group (10 persons)......................................................307,560 3.10%

* 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) The business address of the named beneficial owner is 26 Broadway,
Suite 1607, New York, New York 10004. The named beneficial holder has
indicated in its Schedule 13D filed with the Securities Exchange
Commission on October 29, 2007 that Bandera Partners LLC, a Delaware
limited liability company, is the investment manager of Bandera Master
Fund L.P., a Cayman Islands exempted limited partnership, and may be
deemed to have beneficial ownership over 510,639 shares held by Bandera
Master Fund by virtue of the sole and excusive authority granted
Bandera Partners LLC by Bandera Master Fund L.P. to vote and dispose of
such shares. The Schedule 13D filed with the Securities Exchange
Commission on October 29, 2007 also indicates that Gregory Bylinsky
owns directly 15,011 additional shares of our common stock, and
Jefferson Gramm owns directly 20,500 additional shares of our common
stock. Messrs Bylinsky and Gramm are the managing partners, managing
directors and portfolio managers of Bandera Partners, LLC.

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, 2007 with the filing requirements under Section 16(a)
of the 1934 Act.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

General Overview of Executive Compensation

The Board of Directors is charged with the responsibility of
administering our executive officer compensation program and determining the
appropriate levels of executive compensation based on recommendations it
receives from the Compensation Committee (the "Committee"). Our executive
officers have not entered into employment agreements or change in control
agreements with the company. Over the last few years, the Board has followed an
informal policy of providing our executive officers with a total compensation
package that consists of a base salary, cash bonus, deferred compensation, and
various other insurance and retirement benefits. This year, the Board indicated
that it intends to return to also making use of stock options and other
stock-based equity awards in addition to each officer's salary, bonus, and other
benefits as part of their total compensation package.

In developing its compensation recommendations for the Board, the
Committee considers the overall goals of the Company's executive compensation
program. The first primary goal of our compensation program is to reward our
executive officers appropriately on a performance basis. To that extent, our
compensation program is designed to reward our officers both for their personal
performance and also for the performance of the Company with respect to growth
in assets and earnings, expansion and increases in shareholder value. Another
primary goal of our program is to attract and retain competent management
personnel. To that end, the Committee's objective in setting compensation is
fixing salaries and other benefits at a level that is competitive enough to
enable our Company to not only attract, but also to motivate, reward and retain
the management talent necessary for our continued success. The final goal of the
compensation program is to encourage each of our executive officers to perform.
In order to accomplish this goal, the Committee sets salaries and awards bonuses
and other equity awards in a manner that encourages our executive officers to
perform at their highest levels in order to increase earnings and value for our
shareholders.

The Committee ultimately makes all decisions about allocations between
long-term and current compensation, cash and non-cash compensation, and
allocations among the various forms of non-cash compensation. The members of the
Committee make these decisions in their professional discretion based upon their
subjective assessment of how each officer's respective allocation would best
meet the overall compensation goals outlined above. In addition to our three
basic compensation objectives, the Committee and Board always consider what
allocation structures and compensation levels are in the overall best interests
of the Company.

Elements of the Compensation Program

The Company's executive officer compensation program consists of four
components: (i) base salary, (ii) incentive cash bonuses; (iii) stock option
grants or other forms of equity incentive; and (iv) deferred compensation. The
Committee utilizes these four elements in their efforts to structure executive
officer compensation in a way that appropriately rewards past performance,
encourages future performance and provides a standard of living appropriate to
each officer's experience, responsibility and accomplishments. In addition to
these main elements, each executive officer also receives additional
compensation through our standard benefit plans that are available to all
employees of the Company. The Committee reviews base salaries from time to time
and adjusts them appropriately. The Committee believes that each element of our
executive compensation program is an integral part of the program and, further,
that each element is necessary to achieve a proper balance of incentive and
reward.

A more detailed discussion of each of these elements of executive
compensation, the reasons for awarding such types of compensation, the
considerations in setting the amounts of each element of compensation and the
amounts actually awarded is set forth in the sections below.

Base Salary

We include base salary as a part of our executive compensation program
because we believe that our executive officers are entitled to receive a level
of assured cash compensation that is sufficient in light of each officer's own
professional status and personal accomplishments. The base salary of each
executive officer is determined by the Committee and is based in large part on
the Committee's subjective assessment of the executive officer's performance
(which is considered in light of their particular responsibilities and position
within the Company) and our overall company performance during prior periods.
Other factors considered by the Committee in setting base salary are described
below.

As noted above, the Committee primarily focuses on the Company's
financial performance for the relevant period (as measured by operating income
and revenue growth) in making its evaluation of each executive officer's overall
performance. In addition, the Committee also considers the following factors:
(i) salary norms for officers with a similar level of experience in comparable
positions at comparable companies; (ii) the relative experience and skills of
the particular executive officer; (iii) the level of responsibilities assigned
to that officer; and (iv) the officer's historical performance in light of our
corporate objectives.

For 2007, the Committee set each named executive officer's base salary
as follows:

Name 2007 Base Salary
---- ----------------
D. Michael Stout, M.D. $338,800
Jerry F. Wells, Jr., CPA $215,600

In setting our chief executive officer's salary for 2007, the Committee
considered the fact that (i) our chief executive officer has continued to
provide the personal leadership and business acumen that is necessary for our
continued success; and (ii) the growth of the Company. The Committee also
considered the salary levels of other chief executive officers at similar
institutions in the Southeast and set a salary level the Committee believed to
be fair, both to Dr. Stout and to the Company itself.

In setting our chief financial officer's salary for 2007, the Committee
took into consideration (i) the time and expertise required to comply with the
complex financial regulatory and reporting requirements applicable to all
reporting companies, and (ii) the growth of the Company. In addition to the
above mentioned factors, the Committee also considered the salary levels of
other chief financial officers at similar institutions in the Southeast and set
a salary level the Committee believed to be fair, both to Mr. Wells and to the
Company itself.

Incentive Cash Compensation

We include incentive cash bonuses as part of each executive officer's
compensation as a mechanism for rewarding our executive officers for the
Company's (or any applicable subsidiary or business unit's) achievement of
certain performance objectives. Although it does operate mainly as a reward to
our executive officers, the incentive cash bonuses are designed to promote the
interests of the Company and its shareholders by providing our executives with
financial rewards and helping to attract and retain key executives.

After the commencement of each fiscal year, the Committee determines ,
and informs the executive officer, of a range of incentive cash bonus, if any,
which may be awarded at the conclusion of the fiscal year to such executive
officer. In setting the ranges of incentive cash bonuses which could be earned,
the Committee takes into account each executive officer's base salary, duties
and responsibilities, as well as management's estimated revenue and pre-tax
income of the Company for such fiscal year.

The Committee determines the amount of any incentive cash bonus that an
executive officer receives and awards such bonuses only when the Committee deems
a bonus to be appropriate based on the Company's performance. At the conclusion
of the fiscal year, the Committee determines the amount of cash incentive
compensation earned by each executive officer, if any, based upon the Company's
overall success, growth, and financial performance (measured in large part by
the Company's revenues and pre-tax income) for the year.

The amount of the cash incentive compensation earned by Dr. Stout and
Mr. Wells in 2007 is set forth in the "Non-Equity Incentive Plan Compensation"
column of the 2007 Summary Compensation Table. We anticipate that these amounts
will be paid in December 2007 and January 2008.

Stock Options and Equity Incentives

During the recent reorganization of the Company, stock options and
other stock-based equity incentives were not utilized in the compensation of
executive officers, due in part to the financial position of the Company at the
time. However, following improvements in the financial health of the Company, a
new equity incentive plan was adopted by the shareholders during our 2007 Annual
Meeting. Beginning this year, the Company indicated that it plans to again
utilize stock options and other stock-based equity incentives as part of its
total executive compensation package.

The Committee's use of stock options as another form of incentive
compensation is designed to focus management's attention on the future of the
company and also on the long-term interests of shareholders. The Company
believes that stock options and other stock-based incentives are instrumental in
attracting and retaining the services of outstanding personnel and in
encouraging such employees to have a greater financial investment in the
Company.

The number of stock options that an executive is granted is based upon
the executive's salary, performance, and responsibilities. Since stock options
are granted with exercise prices that are set at the fair market value of our
common stock on the date of grant, such options are only beneficial to
executives if the price of our stock increases. This interaction between market
value and value to the officer provides the incentive for performance and aligns
the interests of executive officers with those of shareholders. We believe that
the costs to our Company of granting options as opposed to paying additional
cash compensation, both in terms of the impact on earnings under the new
accounting rules for options and the potential dilution of our outstanding
common stock, are far-outweighed by the benefits provided to us in terms of
giving incentives to our executive officers to increase earnings and ultimately
shareholder value.

Deferred Compensation Plans

During June 1997, the Company's Board of Directors approved the
UCI/Doctors Care Deferred Compensation Plan (the "Plan") for key employees of
the Company with an effective date of June 1998. To be eligible for the Plan,
key employees must have completed three years of full-time employment and hold a
management or physician position that is required to obtain specific operational
goals that benefit the Company as a whole. Under the Plan, key employees may
defer a portion of their after tax earnings with the Company matching three
times the employee's contribution percentage. For fiscal year 2007, the
Company's matching contributions for Dr. Stout and Mr. Wells were $140,199.73
and $113,708.22, respectively. The Company establishes and maintains investment
accounts to fund the Deferred Compensation Plan. The deferred compensation
liability increases or decreases based on the amounts deferred plus or minus
earnings or losses on the deemed investment selections of the participants less
any payments to participants.

Other Benefits

We provide our executive officers with the same standard benefits and
vacation package that all employees of the company receive. This package
includes the provision to our executive officers of the same health, life and
disability insurance benefits that we provide all other employees of the
Company. It also includes making contributions to our 401(k) plan on each
officer's behalf pursuant to our standard 401(k) matching plan.

REPORT OF COMPENSATION COMMITTEE

The Compensation Committee establishes and oversees the design and
functionality of the Company's executive compensation program. We have reviewed
and discussed the foregoing Compensation Discussion and Analysis (CD&A) with
management of the Company. Based on this review and discussion, we recommended
to the Board of Directors that the CD&A be included in the Company's proxy
Statement for the 2008 Annual Meeting.

Submitted by the members of the Compensation Committee of the Board of
Directors:

Charles M. Potok (Chair)
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.

SUMMARY COMPENSATION TABLE

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

Change in
Pension Value
and
Nonqualified
Name and Principal Non-Equity Deferred
Position Stock Option Incentive Plan Compensation All Other
Year Salary Bonus Award Awards Compensation Earnings Compensation Total
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------

- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
D. Michael Stout, MD 2007 338,800 84,022 162,804 585,626
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
President and Chief 2006 308,000 101,000 409,000
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
Executive Officer 2005 278,100 94,000 372,100
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------

- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
Jerry F. Wells, CPA 2007 215,600 44,845 112,987 373,432
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
Executive Vice 2006 195,800 86,000 281,800
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
President, Chief 2005 183,900 70,000 253,900
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------
Financial Officer
and Corp Secretary
- ---------------------- ------ --------- ---------- ------- ---------- ---------------- ----------------- -------------- ---------

2007 OPTION EXERCISES AND STOCK VESTED

- -------------------------- ----------------------------------------------- -----------------------------------------------
Option Awards Stock Awards
- -------------------------- ----------------------------------------------- -----------------------------------------------
- -------------------------- ----------------------- ----------------------- ----------------------- -----------------------
Number of Shares Value Realized on Number of Shares Value Realized on
Name Acquired on Exercise Exercise Acquired on Vesting Vesting
- -------------------------- ----------------------- ----------------------- ----------------------- -----------------------
- -------------------------- ----------------------- ----------------------- ----------------------- -----------------------

NON-QUALIFIED DEFERRED COMPENSATION

- ------------------------- --------------- ---------------- ------------------ ------------------------- ------------------
Executive Registrant Aggregate Aggregate
Contributions Contributions Earnings in Last Aggregate Balance at Last
Name in Last FY in Last FY FY Withdrawals/Distributions FYE
- ------------------------- --------------- ---------------- ------------------ ------------------------- ------------------
- ------------------------- --------------- ---------------- ------------------ ------------------------- ------------------

REPORT OF THE AUDIT COMMITTEE

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; and

(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.

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, 2007.
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, 2007 for filing with the Securities and Exchange
Commission.

Submitted by the members of the Audit Committee of the Board of
Directors.

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

MISCELLANEOUS

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 14 to our annual report on Form 10-K for the year-ended
September 30, 2003, which was filed with the Securities and Exchange Commission
on December 5, 2003.

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.

When are stockholder proposals for the 2009 Annual Meeting due?

If you would like to have a proposal considered for inclusion in the
proxy statement for the 2009 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 26, 2008. 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 2009 annual meeting.

If you wish to submit a proposal for consideration at the 2009 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 2009 annual meeting must be received by at least
January 17, 2009, but not prior to December 18, 2008. However, if the 2009
annual meeting is not held within thirty days before or after March 18, 2009,
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 2009 annual meeting was actually mailed. The notice must give: (a)
a brief description of the business desired to be brought before the 2009 annual
meeting (including the specific proposal(s) to be presented) and the reasons for
conducting the business at the 2009 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 2009 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 2009 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 2009 annual meeting
may exclude from the meeting any matters that are not properly presented in
accordance with these bylaw requirements.

When are nominations for the election of Directors for the 2009 Annual
Meeting due?

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 2009 annual meeting must
be received by at least January 17, 2009, but not prior to December 18, 2008.
However, if the 2009 annual meeting is not held within thirty days before or
after March 18, 2009, 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 2009 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, 2007, which was filed with the Securities and Exchange Commission
on December 26, 2007, 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.

By Order of the Board of Directors,

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

Columbia, South Carolina
January 24, 2008