Exhibit 8.3.5

                              MHMG-TN Bill of Sale

                                 [See Attached]






                                  BILL OF SALE
 (MainStreet Healthcare Medical Group, PC, a Tennessee professional corporation)

         KNOW ALL MEN BY THESE PRESENTS, that MAINSTREET HEALTHCARE MEDICAL
GROUP, PC, a Tennessee professional corporation, with its principal office at
2370 Main Street, Tucker Georgia (the "Seller"), for the consideration paid by
UCI MEDICAL AFFILIATES OF GEORGIA, INC., a South Carolina corporation with
offices at 1901 Main Street, Suite 1200, Columbia, South Carolina 29201 (the
"Buyer") set forth in that certain Acquisition Agreement and Plan of
Reorganization dated as of February 9, 1998, by and between among others Seller;
Buyer; UCI Medical Affiliates, Inc., a Delaware corporation; MainStreet
Healthcare Corporation, a Delaware corporation; MainStreet Healthcare Medical
Group, P.C., a Georgia professional corporation; Prompt Care Medical Center,
Inc., a Georgia corporation; Michael J. Dare; A. Wayne Johnson; PENMAN Private
Equity and Mezzanine Fund, L.P., a Delaware limited partnership; and Robert G.
Riddett, Jr. (the "Agreement"), the receipt and sufficiency whereof is hereby
acknowledged, has bargained and sold and by these presents does sell, assign and
transfer unto Buyer all of Seller's right, title and interest in and to, all the
MHMG-TN Assets described in the Agreement, all as provided in the Agreement.

         TO HAVE AND TO HOLD the same unto Buyer, its successors and assigns,
forever. AND Seller does for itself and its successors and assigns, covenant and
agree to and with Buyer, its successors and assigns, to warrant and defend the
sale and conveyance of the aforesaid assets hereby sold unto Buyer.

         This Bill of Sale is made, executed and delivered pursuant to the
Agreement, and is subject to all of the terms, provisions, and conditions
thereof, including (without limitation) the indemnification therein. To the
extent of any conflict between the terms hereof and thereof, the terms of the
Agreement shall be controlling.

         All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Agreement unless the context clearly requires
otherwise.

         IN WITNESS WHEREOF, Seller has duly executed this Bill of Sale to be
effective as of 11:59 p.m. on the 31st day of March, 1998.

IN THE PRESENCE OF:             MAINSTREET HEALTHCARE MEDICAL GROUP, PC,
                                a Tennessee professional corporation
                                          (CORPORATE SEAL)

_______________________         By:_____________________________________
(Witness)                         Its:__________________________________

_______________________
(Witness)






STATE OF ___________________________     )
                                         )                        PROBATE
COUNTY OF __________________________     )


         PERSONALLY APPEARED before me the undersigned witness who, after first
being duly sworn, deposes and says that s/he saw the within named MAINSTREET
HEALTHCARE MEDICAL GROUP, PC, a Tennessee professional corporation, by
_________________________, its _______________________, sign, seal and, as its
act and deed, deliver the within written Bill of Sale for the uses and purposes
therein mentioned and that s/he with the other witness whose signature appears
above, witnessed the execution thereof.



                                        ___________________________
                                                 Witness
SWORN to before me this ______
day of ___________________________________, 1998.


___________________________________________(L.S.)
Notary Public for__________________________________
My Commission Expires:_______________________