EXHIBIT 10.1

                            PROMISSORY NOTE

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                            PROMISSORY NOTE



                                                  COLUMBIA, SOUTH CAROLINA
$30,000.00                                                DECEMBER 1, 1995


FOR VALUE RECEIVED, UCI Medical Affiliates of South Carolina, Inc., a South
Carolina corporation (the "Borrower") promises to pay, in lawful money of the
United States of America, to the order to Robert G. Mann, M.D., P.A. (the
"Lender") the principal sum of Thirty Thousand and no/100 ($30,000.00) Dollars,
together with interest thereon from the date hereof at the rate of Nine (9.0%)
percent per annum, due and payable on or before April 1, 1996.

Anything contained in this Note to the contrary notwithstanding, Borrower shall
have the right to set off and recoupment against amounts coming due hereunder in
the event that Lender discontinues his employment in violation of that certain
Employment Agreement entered into between Borrower and Lender contemporaneously
with this Promissory Note, or materially breaches any other provisions of that
certain Asset Purchase Agreement also entered into between Borrower and Lender
contemporaneously with this Promissory Note; provided, however, Borrower shall
not be entitled to any right of set off unless it pays debts of Lender or
Borrower's damages are otherwise ascertainable. In the event Borrower elects to
exercise the right of set off and recoupment as set forth herein, upon thirty
(30) days' notice to the Lender, the principal amount hereof shall be deemed
reduced by the amount of any set off or recoupment to which the Borrower is
entitled, and all interest and payments accruing thereafter shall be calculated
based upon such reduced principal amount. The Lender's right to lawfully contest
such set off or recoupment in any action to collect this Note shall not be
impaired by Borrower's exercise of such set off or recoupment rights. The
inclusion of this special set off or recoupment provision shall not affect the
availability, if any, of rights of set off or recoupment arising at law or in
equity.

The occurrence of the following shall constitute an "Event of Default" under the
Note: Borrower, after the expiration of the applicable grace period hereinafter
set forth, fails to pay when due any principal or interest payment hereunder
(except for any amount then subject to an unresolved but duly asserted set off
or recoupment dispute). Upon the occurrence of an Event of Default as
hereinabove defined, then at any time hereafter, the Lender may declare the
entire remaining principal balance due hereunder, together with all accrued
interest thereof immediately due and payable. The applicable grace period
hereunder shall be ten (10) days and shall begin to run upon receipt by Borrower
of written notice from Lender of a potential default hereunder.

The invalidity of any provision of this Note shall not affect the validity of
any other provisions hereof. The acceptance after maturity of any payment with
respect of this Note shall not constitute a waiver of the right of Lender to
demand the payment in full of any unpaid balance. No delay or failure on the
part of Lender in the exercise of any right or remedy shall operate as a waiver
thereof, and no single exercise of any right or remedy shall preclude Lender
from the exercise of any other rights or remedies.

In the event this Note is placed in the hands of an attorney for collection (but
not for resolution of any disputes on a set off or recoupment of the amount due
hereunder, unless such set off or recoupment is done so negligently or
improperly), all expenses of the Lender, including reasonable attorney fees,
shall be added to the principal amount of this Note and collected as a part
hereof. This Note shall be governed by and construed in accordance with the laws
of the State of South Carolina. Jurisdiction and venue for the enforcement of
this Note shall be exclusive in the County of Greenville, State of South
Carolina.

Borrower expressly waives demand, presentment, protest, and notice of
non-payment or dishonor, and all other notices or demands whatsoever (except for
notices expressly set forth herein), and such parties agree to maintain bound
hereby until all amounts due hereunder are paid in full, notwithstanding any
extension of time for payment which may be granted, even though the period of
extension be indefinite.


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The Borrower reserves the right to prepay this Note in whole or in part at any
time without fee for penalty; provided, however, that any partial payment shall
be applied first to accrued interest and then to the reduction of the principal.

Executed this 1st day of December, 1995.


                            UCI MEDICAL AFFILIATES OF
                              SOUTH CAROLINA, INC.

                            By:      /s/ M.F. McFarland, III, M.D.

                            Its:     President & Chief Executive Officer



Notice Address for Borrower:

6168 St. Andrews Road
Columbia, South Carolina  29212
Attention:  Stephen Seeling, Esquire

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