Edgar Filing: UNITED AMERICAN HEALTHCARE CORP

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12

UNITED AMERICAN HEALTHCARE
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(Name of Registrant as Specified In Its Charter)

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SEC 1913 (02-02)

[UNITED AMERICAN HEALTHCARE UNITED AMERICAN
CORPORATION LOGO] HEALTHCARE CORPORATION

----------------------------------------------------------
NOTICE OF THE 2003
ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------------------

October 6, 2003
Dear Shareholder:

The Annual Meeting of Shareholders of United American Healthcare
Corporation will be held on Friday, November 14, 2003 at 10:30 a.m., Eastern
Standard Time, at the ATHENEUM SUITE HOTEL, 1000 BRUSH AVENUE, DETROIT,
MICHIGAN, for the following purposes:

(1) to elect three directors;

(2) to vote on the ratification of the appointment of Follmer
Rudzewicz PLC as our independent auditors for the 2004 fiscal
year;

(3) to consider and act upon a proposal to approve amendments to
the United American Healthcare Corporation 1998 Stock Option
Plan to (i) increase the number of common shares reserved for
issuance pursuant to the exercise of options granted under the
plan by 500,000 shares, from 500,000 to 1,000,000 shares, and
(2) extend the stated termination date of the plan by 5 years,
from August 6, 2008 to August 6, 2013; and

(4) to transact such other business as may properly come before
the meeting.

Only shareholders of record at the close of business on September 26,
2003 will be entitled to vote at the Annual Meeting.

Enclosed with this proxy statement are your proxy card, a postage-paid
envelope to return your proxy card, and our Annual Report for the fiscal year
ended June 30, 2003 (with our Form 10-K report for that year inserted inside its
back cover). Your vote is important, regardless of the number of shares you
hold. Whether you plan to attend the meeting or not, to vote by proxy sign, date
and mail the enclosed proxy card as soon as possible in the envelope provided.
This will not prevent you from voting your shares in person at the meeting
before voting closes, if you wish to do so.

We look forward to seeing you on November 14, 2003.

Sincerely,

/s/ William C. Brooks
_______________________________________________
William C. Brooks,
Chairman, President and Chief Executive Officer

[UNITED AMERICAN HEALTHCARE UNITED AMERICAN
CORPORATION LOGO] HEALTHCARE CORPORATION

UNITED AMERICAN HEALTHCARE CORPORATION
300 RIVER PLACE, SUITE 4950
DETROIT, MICHIGAN 48207-4291

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
To be Held November 14, 2003

GENERAL INFORMATION

This proxy statement contains information related to the annual meeting
of shareholders of United American Healthcare Corporation (the "Company") to be
held at the Atheneum Suite Hotel, 1000 Brush Avenue, Detroit, Michigan, on
Friday, November 14, 2003, at 10:30 a.m., Eastern Standard Time. The approximate
mailing date for this proxy statement and the proxy is October 6, 2003.

At our annual meeting, shareholders will act upon the matters outlined
in the accompanying Notice of Annual Meeting, including the election of three
directors, ratification of the appointment of independent auditors and approval
of amendments to the 1998 Stock Option Plan. Neither we nor the members of our
Board of Directors intend to bring before the annual meeting any matters other
than those set forth in the Notice of Annual Meeting, and we have no present
knowledge that any other matters will be presented for action at the meeting by
others. However, if other matters properly come before the meeting it is the
intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment.

It is important that your shares be represented at the meeting. If it
is impossible for you to attend, please sign and date the enclosed proxy and
return it to us. The proxy is solicited on behalf of our Board of Directors. The
shares represented by valid proxies in the enclosed form will be voted if
received in time for the meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Only holders of record of shares of our no par value common stock at
the close of business on September 26, 2003 are entitled to notice of, and to
vote at, the meeting or at any adjournment or adjournments thereof, each share
having one vote. On such record date, we had issued and outstanding 7,190,563
shares of common stock.

The following table contains information with respect to the beneficial
ownership of our common shares as of as of September 26, 2003 by each person
known by us to beneficially own more than 5% of our common shares, our only
outstanding class of voting shares:

PERCENTAGE
OF
AMOUNT AND NATURE OF COMMON
SHARES COMMON SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP* OWNED**
------------------------------------ --------------------- ----------

Richard M. Brown, D.O. 375,737 5.0%
27774 Franklin Road
Southfield, Michigan 48034

--------
* Not including 25,000 shares which Dr. Brown has the right to
acquire pursuant to currently exercisable stock options for a
price of $5.08 per share.
** Based on 7,190,563 common shares outstanding as of September 26,
2003.

The shareholder votes cast for all items considered at the meeting will
be calculated by an officer of Computershare Investor Services, L.L.C., our
Registrar and Transfer Agent, as the Board-designated Inspector of Election. The
Inspector of Election will determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive votes, hear and
determine challenges and questions arising in connection with the right to vote,
count and tabulate votes, determine the result, and do such acts as are proper
to conduct the election. Abstentions will not be counted either for or against
any action for which cast.

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I. ELECTION OF DIRECTORS
--------------------------------------------------------------------------------

Our Board of Directors proposes that the three persons named below as
"nominees for election as directors for a three-year term" be elected as our
directors, each to hold office until our annual meeting of shareholders to be
held in 2006 and until his successor is elected and qualified. Messrs. Francis,
Goss and Moten were last elected as directors at our 2000 annual meeting of
shareholders. They are all outside directors. If a quorum is present, the three
nominees receiving the greatest number of votes cast at the meeting or its
adjournment will be elected. Withheld votes and broker non-votes will not be
deemed votes cast in determining which nominees receive the greatest number of
votes cast, but will be counted for purposes of determining whether a quorum is
present. The persons named in the accompanying proxy intend to vote all valid
proxies received by them FOR the election of the nominees listed below unless
the person giving the proxy withholds authority to vote for these nominees. The
nominees listed below have consented to serve if elected. If any nominee is
unable or declines to serve, which we do not expect to happen, the proxy holders
intend to vote the proxies in accordance with their best judgment for another
qualified person.

Our Bylaws provide that the size of the Board of Directors shall be
fixed, and may be modified, from time to time by a resolution of the Board, but
not to less than 9 directors. The directors have adopted a resolution reducing
the size of the Board from 9 to 8 members, effective as of our 2003 annual
meeting of shareholders. Accordingly, although the terms of four current
directors will expire as of the meeting, proxies cannot be voted for more than
three nominees.

The following information is furnished as of September 26, 2003 with
respect to our nominees for election as directors, with respect to each person
whose term of office as one of our directors will continue after the meeting,
with respect to each of our executive officers who is named in the Summary
Compensation Table below, and with respect to all of our directors and executive
officers as a group:

AMOUNT AND
NATURE OF PERCENTAGE OF PRESENT
NAME POSITION AND OFFICES COMMON SHARES COMMON SHARES TERM
(AND YEAR FIRST WITH US AND OTHER BENEFICIALLY BENEFICIALLY TO
BECAME A DIRECTOR) AGE PRINCIPAL OCCUPATION OWNED OWNED (1) EXPIRE
------------------------------------------------------------------------------------------------------------------
NOMINEES FOR ELECTION AS DIRECTORS FOR A THREE-YEAR TERM
------------------------------------------------------------------------------------------------------------------

Darrel W. Francis (1998) 50 President of President of 48,879 (2) * 2003
Precision Industrial Service
Tom A. Goss (2000) 57 Vice Chairman of our Board of 46,000 (2) * 2003
Directors; Chairman of Goss LLC
Emmett S. Moten, Jr. (1998) 59 President of Moten Associates 38,879 (2) * 2003
------------------------------------------------------------------------------------------------------------------
DIRECTORS CONTINUING IN OFFICE
------------------------------------------------------------------------------------------------------------------
William C. Brooks (1997) 70 Our Chairman of the Board of 135,797 (2) 1.9% 2005
Directors, President and Chief
Executive Officer; President of
OmniCare Health Plan, Inc., of
Tennessee
Richard M. Brown, D.O. (2001) 68 President, Park Family Health 400,737 (2) 5.6% 2004
Care Practicing physician
Ronald E. Hall, Sr. (2001) 60 President and Chief Executive 38,879 (2) * 2004
Officer of Bridgewater
Interiors, LLC
Osbie Howard (2003) 60 Senior Vice President of United 18,781 (2) * 2005
American of Tennessee, Inc.;
Executive Director of OmniCare
Health Plan, Inc., of Tennessee
Peter F. Hurst, Jr. (2001) 48 Chairman, President and Chief 38,879 (2) * 2004
Executive Officer of Urban
Financial Group, Inc and The
Community Bank
------------------------------------------------------------------------------------------------------------------
OTHER EXECUTIVE OFFICER
------------------------------------------------------------------------------------------------------------------
Stephen D. Harris (3) 31 Our Chief Financial Officer and 21,026 (2) *
Treasurer

All directors and executive officers as a group (10 persons) 860,172 (2) 12.0%

-------------------------------
* Less than 1%
(1) Based on 7,190,563 common shares outstanding as of September 26, 2003.
(2) Includes the following number of common shares which the individual has
the right to acquire pursuant to stock options that are exercisable
currently or become exercisable within 60 days after September 26,
2003: Mr. Brooks, 81,900 shares; Dr. Brown, William B. Fitzgerald, Mr.
Hall, Mr. Hurst and Mr. Moten, 25,000 shares each; Mr. Francis and Mr.
Goss, 15,000 shares each; Mr. Harris, 5,000 shares; and Mr. Howard,
1,250 shares.
(3) Mr. Harris joined us in the described offices on October 28, 2003. He
is a certified public accountant with experience in consulting,
auditing and accounting for major companies in the automotive
manufacturing, energy, and managed health care industries. Prior to
joining us, he served as a Manager for Deloitte Consulting since 1998.

BIOGRAPHICAL INFORMATION

The following is a brief account of the business experience during the
past five years of each nominee for our Board of Directors and of each of our
directors whose term of office will continue after the meeting:

DARREL W. FRANCIS (SINCE 1998; PRESENT TERM ENDS 2003)

Darrel W. Francis has been President of Precision Industrial Service, a
floor covering installation company, since June 1999. He also has been President
of Metropolitan Facility Resources, an office furniture sales and design
company, since January 1997. From January 1996 to October 1998, he was President
of Advantage Pavilion, Inc., an office furniture sales and design company.

TOM A. GOSS (SINCE 2000; PRESENT TERM ENDS 2003)

Tom A. Goss is Vice Chairman of our Board of Directors. He has been
Chairman of Goss LLC, an insurance agency, since November 2000. He also has been
Chairman of The Goss Group, Inc., an insurance products and services company,
since November 2000, and earlier was a Partner/Advisor of that company since
March 1997. He has been a principal of GR Beyster Lumber LLC, a millwork and
lumber company that custom builds and distributes a variety of forestry
products, since July 2000. He also has been Chairman of Goss Steel & Processing
LLC, a steel processing center, since April 1, 2003. He served as Director of
Athletics for The University of Michigan from September 1997 to April 2000.

WILLIAM C. BROOKS (SINCE 1997; PRESENT TERM ENDS 2005)

William C. Brooks has served us as a director since 1997, as Chairman
of our Board of Directors since January 1998, and additionally as our President
and CEO since November 22, 2002. He was Chairman of Brooks Group International,
Ltd., a holding company involved in human resources and economic development,
from January 1998 to June 2002. Mr. Brooks retired as a Vice President of
General Motors Corporation, Inc. in 1997. He is a retired Air Force Officer, and
was Assistant Secretary of the U.S. Department of Labor from July 1989 to
December 1990. He is a Director of Covansys Corporation.

RICHARD M. BROWN, D.O. (SINCE 2001; PRESENT TERM ENDS 2004)

Richard M. Brown, D.O. is a practicing physician and has been President
of Park Family Health Care in Detroit, Michigan since 1995. From 1996 to 1999,
he also was Medical Director of Prime Care Medical Centers in Detroit, Michigan.
During his career, he has also served as Chief of Staff of the following
hospitals in Michigan: Michigan Health Center, Detroit Central Hospital,
Botsford General Hospital and Zeiger Osteopathic Hospital. Dr. Brown has been a
delegate to the American Osteopathic Association since 1989 and to the Michigan
Association of Osteopathic Physicians and Surgeons since 1986. He is a Board
member of the Barbara Ann Karmanos Cancer Institute and the University of
Osteopathic Medicine and Health Services in Des Moines, Iowa. Parkview
Counseling Center, a partnership in which Dr. Brown was a partner, filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code four years ago
and subsequently emerged successfully from such proceedings under a
court-approved plan of reorganization. Dr. Brown is our largest individual
shareholder as of September 26, 2003.

RONALD E. HALL, SR. (SINCE 2001; PRESENT TERM ENDS 2004)

Ronald E. Hall, Sr. has been President, Chief Executive Officer and
majority owner of Bridgewater Interiors, LLC in Detroit, Michigan since November
1998. Bridgewater Interiors is a major supplier of seating systems to the
automotive industry. From 1992 to October 1998, Mr. Hall served as President of
the Michigan Minority Business Development Council.

OSBIE HOWARD (SINCE 2003; PRESENT TERM ENDS 2005)

On May 8, 2003, our Board of Directors elected Osbie Howard as a director to
fill the vacancy from the death of director Gregory H. Moses, Jr., for the
remainder of his term until our 2005 annual meeting of shareholders. Mr. Howard
has been our Senior Vice President since 1995. He also has been President and
CEO of our wholly-owned subsidiary, United American of Tennessee, Inc. and its
75%-owned managed care organization in Tennessee, OmniCare Health Plan, Inc.
("OmniCare-TN"), since June 1995.

PETER F. FHURST, JR. (SINCE 2001; PRESENT TERM ENDS 2004)

Peter F. Hurst, Jr. has been Chairman, President and Chief Executive
Officer of the Urban Financial Group, Inc., a Bridgeport, Connecticut bank
holding company, and The Community's Bank, a Connecticut chartered commercial
bank, since March 2000. From March 1998 to March 2000, he served as President of
Hurst Capital Partners in New York, a financial advisory and merchant banking
firm. From 1994 to March 1998, he was Co-Chairman of Bahia Partners, Inc. and
Co-President and Managing Director of Bahia Advisors, both in New York. From
1988 to 1994, he was Senior Vice President in the Corporate Finance Group and
the Financial Institutions Group of Dean Witter Reynolds in New York.

EMMETT S. MOTEN, JR. (SINCE 1998; PRESENT TERM ENDS 2003)

Emmett S. Moten, Jr. has been the President of Moten Associates, a real
estate development firm, since October 1996. From July 1988 to October 1996, he
was Vice President of Development for Little Caesar Enterprises, Inc., a
national fast food franchise company. Prior to assuming that position, Mr. Moten
was Director of the Community & Economic Development Department of the City of
Detroit for almost ten years.

During the fiscal year ended June 30, 2003, our Board of Directors held
six meetings.

COMMITTEES OF THE BOARD OF DIRECTORS

We have a standing Finance and Audit Committee. The current members of
our Finance and Audit Committee are Darrel W. Francis (Chairman), William B.
Fitzgerald, Tom A. Goss, Peter F. Hurst, Jr. and Emmett S. Moten, Jr. They are
all outside directors and "independent directors" (as defined in our Articles of
Incorporation), as required by our Bylaws. During fiscal year 2003, our Finance
and Audit Committee held four meetings and its two predecessor committees, the
separate Finance Committee and Audit Committee, each held three additional
meetings. The purpose of our Finance and Audit Committee is to assist our Board
of Directors in fulfilling its oversight responsibilities relating to the
integrity of our financial statements, our compliance with legal and regulatory
requirements, our independent auditor's qualifications and independence, the
performance of our independent auditors, and the adequacy of our accounting and
internal control systems. The Committee's specific responsibilities are set
forth in its Charter (ATTACHED AS APPENDIX B TO THIS PROXY STATEMENT).

We have a standing Compensation Committee. The current members of our
Compensation Committee are Tom A. Goss (Chairman), Dr. Richard M. Brown, Ronald
E. Hall, Sr., Peter F. Hurst, Jr. and Emmett S. Moten, Jr. They are all outside
directors. During fiscal year 2003, the Compensation Committee held three
meetings. The duties of our Compensation Committee are to make recommendations
to our Board of Directors relating to the overall compensation arrangements for
our officers and staff, to make recommendations to our Board of Directors
pertaining to any compensation plans in which our officers and directors are
eligible to participate, and to administer and grant options under our 1998
Stock Option Plan.

We have a standing Executive Committee. The current members of our
Executive Committee are William C. Brooks (Chairman), Darrel W. Francis, Tom A.
Goss and Emmett S. Moten, Jr. During fiscal year 2003, our Executive Committee
held six meetings. The duties of our Executive Committee are to exercise, in the
intervals between the meetings of our Board of Directors, the powers of our
Board as they relate to the management of our business and affairs, excluding
powers expressly delegated by our Board to other standing committees.

We have a standing Governance Committee. The current members of our
Governance Committee are Emmett S. Moten, Jr. (Chairman), Darrel W. Francis, Tom
A. Goss and Emmett S. Moten, Jr. They are all outside directors. In addition,
William C. Brooks, our Chairman of the Board, President and CEO, is an ex
officio member of our Governance Committee. During fiscal year 2003, our
Governance Committee held three meetings. The duties of our Governance Committee
are to present to our Board of Directors, whenever vacancies occur or terms are
expected to expire, names of individuals who would make suitable directors of
the Company and to advise our appropriate officers on matters relating to the
organization of our Board of Directors.

All of our directors attended at least 75% of the combined number of
meetings held during fiscal year 2003 by the Board and each Committee of which
she or he was then a member.

COMPENSATION OF DIRECTORS

Directors who are our employees receive no fees for their services as a
director or as a Committee member. Each of our directors who is not our employee
receives $1,000 for each Board of directors meeting and each Board committee
meeting attended. Each committee chairperson receives a $2,500 annual stipend.
In addition, each non-employee director receives an annual stipend of $24,000,
payable in our common shares in lieu of cash, as compensation for director
services, and our Chairman of the Board received a stipend of $8,250 in cash and
$4,753, payable in our common shares in lieu of cash, as compensation for his
services in such office during fiscal year 2003 until he became our employee,
President and CEO in November 2002. Our directors are also entitled to
reimbursement for reasonable out-of-pocket expenses incurred in providing
services to us in their capacities as directors.

SUMMARY COMPENSATION TABLE

The following table sets forth information for each of the fiscal years
ended June 30, 2003, 2001 and 2000 concerning the compensation of our Chief
Executive Officer and our other executive officers as of June 30, 2003 whose
annual salary and bonus exceeded $100,000 (collectively, the "named Executive
Officers").

NAME AND FISCAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) (1)
------------------ ------ ---------- --------- --------------------

GREGORY H. MOSES, JR................... 2003 120,766 -- 20,000
Chief Executive Officer and President 2002 306,923 Stock (2) 1,822
until November 22, 2002 2001 306,923 100,000 800

WILLIAM C. BROOKS ..................... 2003 184,505 Stock (3) --
Chief Executive Officer and President
since November 22, 2002

OSBIE HOWARD........................... 2003 228,000 67,500 4,000
Senior Vice President of 2002 228,000 34,000 1,822
United American of Tennessee, Inc. 2001 174,744 60,000 800

----------------
(1) For fiscal year 2003, Mr. Moses received restricted compensation of
21,595 common shares for consulting services performed subsequent to
his resignation. All other amounts in this column represent our annual
contribution to the 401(k) Savings Plan; but other than that, for the
years set forth in the table, none of the named Executive Officers had
any long-term compensation (including restricted stock awards and
long-term incentive plan payouts). On March 13, 2003, Mr. Howard was
granted a stock option for 5,000 common shares under our 1998 Stock
Option Plan, at an exercise price of $5.28 per share (the closing price
of the stock on the grant date). Such options vest in four equal
installments on the first four anniversaries of the grant date and
expire 10 years after the grant date.
(2) For fiscal year 2002, in lieu of a cash bonus Mr. Moses received a
restricted stock award of 6,993 common shares, valued at $50,000 based
on the closing stock price of $7.15 per share on the date of the award,
February 1, 2002.
(3) For fiscal year 2003, in lieu of a cash bonus Mr. Brooks received a
restricted stock award of 50,324 common shares, valued at $93,100 based
on the closing stock price of $1.85 per share on June 30, 2003.

OPTION FISCAL YEAR-END VALUES

The following table shows the aggregated numbers and value of
unexercised stock options held by the named Executive Officers at June 30, 2003.

NUMBER OF
COMMON SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
NAME AT FISCAL YEAR-END AT FISCAL-YEAR END (1)
-------------------------------------------------------------------------------

William C. Brooks 181,900 (2) $ 93,428
Osbie Howard 30,000 (3) $ 12,000
Stephen D. Harris 25,000 (4) $ 20,000

--------------
(1) Calculated based on the closing price of Company common stock on June
30, 2003 (the last business day of the fiscal year) of $1.85 less the
option exercise price. An option is in-the-money if the market value of
the common stock subject to the option is greater than the exercise
price. All of the described stock options remain unexercised at the
date of this proxy statement, at which date none of such unexercised
stock options is in-the-money.

(2) These options: (A) as to 81,900 shares, were granted September 9, 1998
and are fully vested and exercisable; and (B) as to 100,000 shares,
were granted March 1, 2003 and will become fully vested and exercisable
March 1, 2005.
(3) These options: (A) as to 25,000 shares, were granted on May 8, 2003 and
will become fully vested and exercisable on the first anniversary of
that grant date; and (B) as to an additional 5,000 shares, were granted
on December 15, 1998 and will vest and become exercisable in four equal
installments on the first four anniversaries of that grant date.
(4) These options were granted on October 23, 2002 and will vest and become
exercisable in five equal installments on the first five anniversaries
of that grant date.

STOCK OPTION PLANS; EMPLOYEE STOCK PURCHASE PLAN

We have a 1998 Stock Option Plan, under which stock options
(nonqualified options and incentive stock options) may be granted to our
officers, directors and key employees or those of our subsidiaries. The maximum
number of common shares which may be issued pursuant to stock options under the
plan is 500,000, and no participant can receive stock options for more than
300,000 shares over the term of the plan.. (However, see part III of this proxy
statement, below.)

The plan is administered by a committee designated by our Board of
Directors, currently our Compensation Committee. The selection of persons who
are eligible to participate in the plan and grants to those individuals are
determined by the committee, in its sole discretion. The only established
criterion to determine eligibility under the plan is that individuals must be
our officers, directors or key employees or those of any Subsidiary (as defined
in the plan) who, in the judgment of the committee, are or will become
responsible for the direction and financial success of the Company or any
Subsidiary.

An incentive stock option granted under the plan must have an exercise
price not less than 100% of the fair market value of the shares on the date such
option is granted. For an incentive stock option granted to a participant who
owns more than 10% of the total combined voting stock of the Company or of any
parent or subsidiary of the Company, the exercise price must be at least 110% of
the fair market value of the shares on the date such option is granted. A
nonqualified option granted under the plan must have an exercise price not less
than 75% of the fair market value of the shares on the date such option is
granted. Each stock option granted under the plan must expire not more than ten
years after the date of the grant; and an incentive stock option granted to an
individual who, at the time of the grant, owns more than 10% of the total
combined voting stock of all classes of stock of the Company or of any parent or
Subsidiary must expire not more than five years after the date of the grant.

Our Employee Stock Purchase Plan ("ESPP"), which became effective
October 1996, enables all our eligible employees to subscribe for common shares
on an annual offering date at a purchase price which is the lesser of 85% of the
fair market value of the shares on the first day or the last day of the annual
period. There were no employee contributions to the ESPP for fiscal 2003.
200,000 common shares were reserved for issuance under the ESPP.

We have not granted any stock appreciation rights, and we did not grant
any awards under a long-term incentive plan during fiscal year 2003. On May 8,
2003, we granted certain stock options under our 1998 Stock Option Plan.

401(k) SAVINGS PLAN

We sponsor a retirement plan intended to be qualified under Section
401(k) of the Internal Revenue Code. All employees over age 21, other than
non-resident aliens, are eligible to

participate in the retirement plan. Employees could contribute to the retirement
plan on a tax-deferred basis up to 15% of their total salary through April 1,
2001 and 20% thereafter. Under the retirement plan, we make matching
contributions on each employee's behalf, up to a maximum of 1% of each
employee's total salary through January 1, 2001 and 2% thereafter. As of June
30, 2003, 47 employees had elected to participate in the retirement plan. For
the fiscal year ended June 30, 2003, we contributed approximately $42,434 to the
retirement plan. See the "Summary Compensation Table" above for additional
information.

COMPENSATION COMMITTEE REPORT

Compensation for our key executives is determined by the Compensation
Committee. Salaries, bonuses and other compensation of our key executives are
based upon profitability, enrollment levels of our clients, including
OmniCare-TN, revenue growth, return on equity and market share. The Compensation
Committee also administers the 1998 Stock Option Plan.

The Compensation Committee believes that compensation of our key
executives should be sufficient to attract and retain highly qualified personnel
and also provide meaningful incentives for measurable superior performance.
During fiscal year 2003, our executive compensation included a base salary and
bonus (stock or cash). Based upon available data, we believe the base salaries
of our executives were set at the levels of comparable companies in our line of
business.

The Compensation Committee is comprised of Tom A. Goss (Chairman), Dr.
Richard M. Brown, Ronald E. Hall, Sr., Peter F. Hurst, Jr. and Emmett S. Moten,
Jr., all outside directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The ownership, operation and management of the Company involve various
potential conflicts of interest, including the relationships and transactions
described below. Management of the Company believes that these agreements and
transactions have been on terms which are as fair to the Company as could have
been obtained from unaffiliated parties.

MANAGEMENT AGREEMENT. Our management agreements with our managed plans,
OmniCare-MI (until terminated November 1, 2002) and OmniCare-TN, were negotiated
between related entities. However, such management agreements were reviewed,
revised and approved by each plan's Board. After July 31, 2001, OmniCare-MI was
no longer a related entity with respect to the Company. OmniCare-TN is an HMO
which is 75%-owned by us through our wholly-owned subsidiary, United American of
Tennessee, Inc.

COMMON OFFICERS AND DIRECTORS. As indicated in the chart below, during
and since fiscal year 2003, certain officers or directors of the Company were
also officers or members of the Board of Directors of OmniCare-TN (which is 75%
owned by the Company through its wholly owned subsidiary, United American of
Tennessee, Inc.). Consequently, such individuals were or are likely to influence
the operation of the Company and negotiations and arrangements between the
Company and these entities, including the negotiation of and operation under the
OmniCare-TN management agreement. Conflicts of interest may arise relating to
matters that are presented to our Board of Directors for consideration and with
respect to which the Company and OmniCare-TN may have differing interests,
including matters relating to the management agreement.

POSITION WITH POSITION WITH
NAME COMPANY (1) OMNICARE-TN
------------------------------------------------------------------------------------------

William C. Brooks........ Chairman of the Board, Director
President, CEO, Director

Osbie Howard ............ Senior Vice President, President and CEO
Director

HEALTH INSURANCE BENEFITS FOR COMPANY EMPLOYEES. Health care benefits
for some employees of the Company are provided through OmniCare-MI. For the
fiscal year ended June 30, 2003, the Company paid premiums of approximately
$0.03 million for such benefits.

--------------------------------------------------------------------------------
II. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
--------------------------------------------------------------------------------

Our Finance and Audit Committee has appointed Follmer Rudzewicz PLC as
independent auditors of the Company for our fiscal year ending June 30, 2004.
Our Board asks our shareholders to ratify the appointment of Follmer Rudzewicz
PLC.

Follmer Rudzewicz PLC has served as our independent auditors since
March 3, 2003. A representative of Follmer Rudzewicz PLC is expected to be
present at our 2003 annual meeting to make a statement, if requested, and be
available to respond to questions with respect to the 2003 audit.

The Board of Directors considers Follmer Rudzewicz PLC to be well
qualified to serve as the independent auditors for the Company. If the
appointment of Follmer Rudzewicz PLC is not ratified by the shareholders, the
Board of Directors may appoint other independent auditors based upon the
recommendation of the Audit Committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF FOLLMER RUDZEWICZ PLC AS INDEPENDENT AUDITORS FOR THE 2003 FISCAL
YEAR. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
SHAREHOLDERS OTHERWISE SPECIFY IN THEIR PROXIES.

--------------------------------------------------------------------------------
III. PROPOSAL TO APPROVE AMENDMENTS TO THE
UNITED AMERICAN HEALTHCARE CORPORATION
1998 STOCK OPTION PLAN TO INCREASE AUTHORIZED
SHARES AND EXTEND THE PLAN'S STATED TERMINATION DATE
--------------------------------------------------------------------------------

GENERAL

We seek to increase the number of shares subject to the United American
Healthcare Corporation 1998 Stock Option Plan and extend the plan's stated
termination date five years. You are being asked to consider and approve two
amendments to the plan to (i) extend the stated termination date of the plan
from August 6, 2008 to August 6, 2013, and (ii) increase the number of common
shares reserved for issuance upon the exercise of options granted under the plan
by 500,000 shares. Pursuant to the plan, 500,000 common shares are currently
reserved for issuance upon the exercise of options granted or to be granted to
participants in the plan. Our officers,

directors and key employees and those of any subsidiary in which we own more
than 25% of the total combined voting power of all classes of stock (50% in the
case of an incentive stock option granted to an employee of such subsidiary) --
below called a "Subsidiary -- are eligible to participate in the plan. A
committee designated by our Board of Directors, currently our Compensation
Committee, determines which persons eligible to participate in the plan are
actually granted options under the plan.

Options granted under the plan may be incentive stock options,
nonqualified options, or both. Incentive stock options are options that meet the
requirements set forth in the plan, that are intended to be and qualify as
"incentive stock options" under Section 422 of the Internal Revenue Code and the
related regulations. Nonqualified options are options that meet the requirements
set forth in the plan but are not intended to be incentive stock options, or do
not qualify as incentive stock options under Section 422. The plan contains
various provisions to ensure that incentive stock options comply with Section
422. Our Board of Directors adopted the plan on August 6, 1998, subject to
shareholder approval which was obtained on November 12, 1998, and approved the
currently proposed amendments on August 26, 2003, subject to shareholder
approval.

The plan is our only stock option plan. As of September 26, 2003, we
had granted, and there remained outstanding, options independent of the plan to
purchase 125,000 common shares. As of September 26, 2003, (1) options to
purchase 320,900 common shares were outstanding under the plan, (2) options to
purchase 166,100 common shares granted under the plan had been exercised, and
(3) 13,000 common shares remained available for the grant of options under the
plan. The proposed amendments to the plan would increase the number of common
shares reserved for issuance upon the exercise of options granted or to be
granted under the plan by 500,000 common shares.

Our Board of Directors believes that it is in our best interests and in
the best interests of our shareholders to approve the proposed amendments to the
plan to allow us to continue to grant options in accordance with the plan.

The purpose of the plan is to provide our officers, directors and key
employees with an increased incentive to make significant and extraordinary
contributions to our long-term performance and growth, to join the interests of
our officers, directors and key employees with the interests of our shareholders
and to help us attract and retain officers, directors and key employees of
exceptional ability.

Persons deemed to be our affiliates (i.e., persons who directly or
indirectly through one or more intermediaries, control, are controlled by or are
under common control with us) must resell shares acquired under the plan
pursuant to a registration statement under the Securities Act of 1933 and the
related rules and regulations, Rule 144 under the Securities Act or an
applicable exemption under the Securities Act.

We are the issuer of the securities offered pursuant to the plan. The
common shares we issue upon exercise of stock options under the plan may be
either our authorized and unissued or reacquired common shares. The plan is not
subject to any provisions of the Employee Retirement Income Security Act of 1974
and is not qualified under Section 401(a) of the Internal Revenue Code.

APPROVAL OF THE PLAN AMENDMENTS

Shareholder approval of the proposed amendments to the plan requires
the approval by a majority of the votes cast by the holders of common shares at
the meeting and entitled to vote on

the action. Abstentions, withheld votes and broker non-votes will not be deemed
votes cast in determining approval of this proposal, but will be counted in
determining the number of common shares present or represented by proxy in
determining whether a quorum is present. We do not intend to place the proposed
amendments to the plan into effect unless such approval is obtained at the
meeting, and such approval is sought, in part, to exempt the granting of options
under the plan from the provisions of Section 162(m) of the Internal Revenue
Code and in order to comply with shareholder approval requirements for
securities traded on The Nasdaq SmallCap Market.

A FULL COPY OF THE PLAN, AS PROPOSED TO BE AMENDED, MARKED TO SHOW THE
PROPOSED CHANGES, IS ATTACHED AS APPENDIX A TO THIS PROXY STATEMENT. THE MAJOR
FEATURES OF THE PLAN, AS PROPOSED TO BE AMENDED, ARE SUMMARIZED BELOW, BUT THIS
IS ONLY A SUMMARY AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ACTUAL
TEXT. CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THIS PROXY STATEMENT HAVE THE
MEANINGS GIVEN THEM IN THE PLAN. AS OF SEPTEMBER 26, 2003, THE CLOSING SALES
PRICE OF OUR COMMON SHARES WAS $2.94.

ADMINISTRATION

The plan is administered by a committee designated by our Board of
Directors, currently our Compensation Committee, to perform the duties of the
administrator under the plan. The administrator is referred to in the plan as
the "Committee." The Committee must be comprised of directors who meet the
standards of Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
or any similar successor rule, and who would be deemed "outside directors" under
Section 162(m) of the Internal Revenue Code. Members of the Committee serve at
the pleasure of our Board of Directors and may be removed or replaced by the
Board at any time. The Committee currently consists of Tom A. Goss (Chairman),
Dr. Richard M. Brown, Ronald E. Hall, Sr., Peter F. Hurst, Jr. and Emmett S.
Moten, Jr.

Subject to the provisions of the plan, the Committee is authorized to
interpret the plan, to make, amend and rescind rules relating to the plan, and
to make all other determinations necessary or advisable for the plan's
administration. The Committee's interpretation of any provision of the plan is,
unless otherwise determined by our Board of Directors, final and conclusive.
Subject to the provisions of the plan, the Committee determines, from those
eligible to be participants under the plan, the persons to be granted stock
options, the amount of stock to be optioned to each such person and the terms
and conditions of any stock options. Under the plan, in exercising its
discretion, there is no requirement whatsoever that the Committee follow past
practices, act in a manner consistent with past practices, or treat an officer,
director or key employee in a manner consistent with the treatment afforded
other officers, directors or key employees with respect to the plan.

In addition to any other rights of indemnification they may have, we
will indemnify the members of the Committee in connection with any claim,
action, suit or proceeding relating to any action taken or failure to act under
or in connection with the plan or any option granted under the plan to the full
extent provided for under our bylaws with respect to indemnification of our
directors.

PLAN PARTICIPANTS

The Committee, in its discretion, selects the persons who are eligible
to participate in the plan and determines the grants to those individuals. The
only established criterion to determine eligibility under the plan is that
individuals must be one of our officers, directors or key employees who, in the
judgment of the Committee, are or will become responsible for the direction and
financial success of the Company or any Subsidiary; provided that incentive
stock

options may be granted only to our employees, as defined in the Internal Revenue
Code, to the extent required by Section 422 of the Internal Revenue Code.

Approximately three key employees and nine directors are currently
eligible to participate in the plan, all of whom have been granted options under
or independent of the plan.

Subject to the adjustments described under the caption "Shares Subject
to Grant" below, no participant may be granted stock options to purchase more
than 300,000 common shares in the aggregate over the term of the plan. In
addition, grants are subject to the maximum number of shares remaining available
for the grant of stock options under the plan. There are also limitations on the
maximum value of incentive stock options that may become first exercisable by
any person in any year. Each option grant under the plan must be evidenced by a
written agreement containing provisions approved by the Committee.

SHARES SUBJECT TO GRANT

The maximum number of common shares reserved for issuance upon the
exercise of stock options granted under the plan is currently 500,000 common
shares and is proposed to be amended to be 1,000,000 common shares. These common
shares may consist in whole or in part of authorized and unissued or reacquired
common shares. Unless the plan has terminated, shares covered by the unexercised
portion of canceled, expired or otherwise terminated options under the plan are
again available for option and sale.

The number and type of shares subject to each outstanding stock option,
the option price with respect to outstanding stock options, the aggregate number
and type of shares remaining available under the plan, and the maximum number
and type of shares that may be granted to any participant in any fiscal year are
subject to such adjustment as the Committee, in its discretion, deems
appropriate to reflect events such as stock dividends, stock splits,
recapitalizations, mergers, consolidations or reorganizations of or by the
Company; provided that no fractional shares may be issued pursuant to the plan,
no rights may be granted under the plan with respect to fractional shares, and
any fractional shares resulting from such adjustments shall be eliminated from
any outstanding option.

AMENDMENT OR TERMINATION OF THE PLAN

Our Board of Directors may, without shareholder approval, terminate or
amend the plan, or amend any stock option agreement under the plan, at any time,
except that:

o without shareholder approval, the Board may not amend the plan to
increase the maximum number of shares that are subject to it, increase
the maximum number of shares for which any participant may be granted
stock options under it, change the class of persons eligible to be
participants under it, or materially increase the benefits accruing to
participants under it, and

o without the consent of the stock option holder, the Board may not
change the exercise price of or alter or impair any stock option
previously granted under the plan,

all except as described under the caption "Shares Subject to Grant" above.

Unless sooner terminated by our Board of Directors, the plan as amended
will terminate on August 6, 2013, which is 15 years after its original adoption
by our Board of Directors (but less than 10 years after the requested
shareholder approval of the amendment to extend that date

from the plan's original August 6, 2008 termination date) . No stock options may
be granted under the plan after August 6, 2013. Termination of the plan will not
affect the validity of any option outstanding on the date of termination.

STOCK OPTIONS

Grant of Stock Options

Both incentive stock options and nonqualified options may be granted
under the plan. An incentive stock option is intended to be and to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code. Any
incentive stock option granted under the plan must have an exercise price that
is not less than 100% of the fair market value of the stock on the date on which
the option is granted. An incentive stock option granted to a participant who
owns more than 10% of our total combined voting shares must have an exercise
price not less than 110% of the fair market value of stock on the date the
option is granted. A nonqualified option granted under the plan must have an
exercise price not less than 75% of the fair market value of the stock on the
date the option is granted. .

At the time any option granted under the plan is exercised, the
participant must pay the full option price for all shares purchased:

o in cash, or

o with the consent of the Committee, in its discretion:

o subject to any conditions established by the Committee, by
having us retain from the shares to be delivered upon exercise
of the stock option that number of shares having a fair market
value on the date of exercise equal to the option price, or

o in such other manner as the Committee determines is
appropriate, in its discretion.

The fair market value, determined as of the date the option is granted, of stock
with respect to which incentive stock options are first exercisable in any
calendar year by a participant under the plan cannot exceed $100,000.

Term of Stock Options

If not sooner terminated, each stock option granted under the plan must
expire not more than ten years from the date of grant, except that an incentive
stock option granted to a participant who at the time of the grant owns more
than 10% of our total combined voting stock must expire not more than five years
after the date of the grant.

Continuation of Employment

The Committee in its discretion may, but need not, require that any
participant to whom a stock option is granted shall agree in writing as a
condition of the granting of such option to remain in the employ of the Company
or a Subsidiary for a designated minimum period from the date of the grant.
Unless the Committee in its discretion determines otherwise, stock options
granted under the plan may be exercised only while a participant is a employed
by us or a Subsidiary (or is an outside director). If the participant's
employment is terminated, the Committee may, in its discretion and on certain
terms and conditions specified in the plan, extend the period of time in which a
stock option may be exercised. Nevertheless, no stock option is to be
exercisable after its expiration date and, unless the Committee in its
discretion determines

otherwise, a stock option may only be exercised after termination of a
participant's employment (or an outside director's service as a director) to the
extent it would have been exercisable on the date of termination of the
participant's employment (or of an outside director's service as a director).
Nothing in the plan or in any grant confers any right to continued employment.

Sequential Exercise

We may grant additional stock options to the same participant even if
options previously granted to that participant remain unexercised. A participant
may exercise any option granted under the plan, if then exercisable, even if
options previously granted to that participant remain unexercised.

Non-Transferability of Stock Options

No stock option granted under the plan is permitted to be transferred
by a participant other than by will or by the laws of descent and distribution.
Every stock option granted under the plan is exercisable, during the lifetime of
the participant, only by the participant.

Shareholder Rights

No participant in the plan has any of the rights of our shareholders
under any option granted under the plan until the actual issuance of shares to
the participant. Before such issuance, no adjustment will be made for dividends,
distributions or other rights in respect of such shares, except as described
under the caption "Shares Subject to Grant" above.

FEDERAL INCOME TAX CONSEQUENCES

The rules governing the tax treatment of options and shares acquired
upon the exercise of options are quite technical. Therefore, the description of
federal income tax consequences set forth below is necessarily general in nature
and does not purport to be complete. Moreover, statutory provisions are subject
to change, as are their interpretations, and their application may vary in
individual circumstances. Finally, the tax consequences under applicable state
and local income tax laws may not be the same as under the federal income tax
laws.

Incentive Stock Options

Incentive stock options granted under the plan are intended to qualify
as "incentive stock options" under Section 422 of the Internal Revenue Code. If
the participant does not dispose of the shares acquired upon exercise of an
incentive stock option within one year after the transfer of the shares to the
participant and within two years from grant of the option, the participant will
realize no taxable income as a result of the grant or exercise of such option,
and any gain or loss that is subsequently realized upon a sale or other
disposition of the shares may be treated as long-term capital gain or loss, as
the case may be. Under these circumstances, we will not be entitled to a
deduction for federal income tax purposes with respect to either the issuance of
the incentive stock options or the transfer of shares upon their exercise.

If the participant disposes of the shares acquired upon exercise of
incentive stock options before the above time periods expire, the participant
will recognize ordinary income in the year in which the disqualifying
disposition occurs, the amount of which will generally be the lesser of (1) the
excess of the market value of the shares on the date of exercise over the option
price, or (2) the gain recognized on such disposition. Such amount will
ordinarily be deductible by us for federal income tax purposes in the same year,
provided that the amount constitutes reasonable compensation and that we satisfy
certain federal income tax withholding requirements. In

addition, the excess, if any, of the amount realized on a disqualifying
disposition over the market value of the shares on the date of exercise will be
treated as capital gain.

Nonqualified Options

A participant who acquires shares by exercise of a nonqualified option
generally realizes taxable ordinary income at the time of exercise equal to the
difference between the exercise price and the fair market value of the shares on
the date of exercise. Such amount ordinarily will be deductible by us in the
same year, if the amount constitutes reasonable compensation and that we satisfy
certain federal income tax withholding requirements. Subsequent appreciation or
decline in the value of the shares will generally be treated as capital gain or
loss on the sale or other disposition of the shares.

Capital Gains Rates

If a participant recognizes capital gain upon the sale or other
disposition of shares acquired upon exercise of options, the tax rate applicable
to such gain will depend on a number of factors, including the date the options
are granted, the date the options are exercised, the date the shares are sold or
otherwise disposed of, the length of time the participant holds the shares, and
the participant's marginal tax bracket. Participants should consult their own
tax advisors concerning the impact to them of the long-term capital gain tax
rates, as well as the other tax consequences of participation in the plan.

Withholding Payments

If upon the exercise of any nonqualified option or a disqualifying
disposition, within the meaning of Section 422 of the Internal Revenue Code, of
shares acquired upon exercise of an incentive stock option, we must pay any
amount for income tax withholding, then in the Committee's discretion either the
participant shall pay such amount to us, or the amount of common shares we
deliver to the participant will be appropriately reduced, to reimburse us for
such payment.

The Committee may, in its discretion, permit participants to satisfy
such withholding obligations, in whole or in part, by electing to have the
amount of common shares delivered or deliverable by us upon exercise of a stock
option appropriately reduced, or by electing to tender common shares back to us
after exercise of a stock option to reimburse us for such income tax
withholding, subject to such rules and regulations, if any, as the Committee may
adopt. The Committee may make such other arrangements with respect to income tax
withholding as it shall determine.

Limitation on Compensation Deduction

Publicly-held corporations may not deduct compensation paid to some of
their executive officers in excess of $1 million. The employees covered by the
$1 million compensation deduction limitation are the chief executive officer and
those employees whose annual compensation is required to be reported to the
Securities and Exchange Commission because they are one of our four highest
compensated employees for the taxable year (other than the chief executive
officer). Ordinary income attributable to stock options generally is included in
an employee's compensation for purposes of the $1 million limitation on
deductibility of compensation.

There is an exception to the $1 million compensation deduction
limitation for compensation paid pursuant to a qualified performance-based
compensation plan. Compensation

attributable to a stock option satisfies the qualified performance-based
compensation exception if the following conditions are met:

o the grant is made by a compensation committee comprised of
outside directors,

o the plan under which the options may be granted states the
maximum number of shares with respect to which options may be
granted during a specified period to any employee,

o under the terms of the option, the amount of compensation the
employee would receive is based solely on an increase in the
value of the shares after the date of the grant, for example,
the option is granted at an exercise price equal to or greater
than fair market value as of the date of the grant, and

o the individuals eligible to receive grants, the maximum number
of shares for which grants may be made to any employee, the
exercise price of the options and other disclosures required
by SEC proxy rules are disclosed to shareholders and
subsequently approved by them.

If the amount of compensation a covered employee may receive under the
grant is not based solely on an increase in the value of the shares after the
date of the grant (for example, an option is granted with an exercise price less
than the fair market value of the underlying common shares as of the date of the
grant), none of the compensation attributable to the grant is qualified
performance-based compensation unless the grant is made subject to reaching a
performance goal that has been previously established and approved by our
shareholders and otherwise qualifies under Section 162(m) of the Internal
Revenue Code. We have not established any performance goals for grants under the
plan that meet the requirements of the performance-based compensation standard
required by such Section 162(m). The grant of options by the Board of Directors
or by a committee not meeting the requirements of Section 162(m) will not
qualify for the performance-based compensation exception to the $1 million
compensation deduction limitation. Our Compensation Committee currently meets
the requirements of Section 162(m).

ACCOUNTING TREATMENT

Generally, under current accounting rules applicable to us, neither the
grant nor the exercise of an incentive stock option or a nonqualified option
under the plan requires any charge against earnings, if the exercise price of
the option is equal to the fair market value of the shares on the date of grant.
Footnote disclosure of the value of such options, however, is required. If the
exercise price is below the fair market value of the shares on the date of
grant, an earnings charge equal to the difference will be required either at the
date of grant or possibly over the term of the option. If the optionee is
allowed to pay the exercise price of an option with shares held less than six
months (or possibly, if such price is paid by our withholding shares issuable
upon exercise of the option), we will recognize an earnings charge equal to the
difference between the fair market value of the shares issuable upon exercise of
the option and the exercise price. In addition, if we make some changes to
outstanding options, such as extending their exercisability after termination of
employment, a new grant date might occur, resulting in an earnings charge equal
to the difference between the fair market value of the shares issuable upon
exercise of the option and the exercise price on the date of the change.

OPTION GRANTS UNDER THE PLAN AND INDEPENDENT OF THE PLAN

Options may be granted under the plan at the Committee's discretion,
subject to shareholder approval of the proposed amendments to the plan if
options are granted in excess of

the 500,000 common shares currently authorized and before such approval. The
following table sets forth, as to William C. Brooks, Osbie Howard and Stephen D.
Harris, all current executive officers as a group, all current directors who are
not executive officers as a group, and all key employees who are not executive
officers as a group, the options granted both under the plan and independent of
the plan during the fiscal year ended June 30, 2003:

United American Healthcare Corporation
Stock Options Granted Both Under
the 1998 Stock Option Plan
and
Independent of the 1998 Stock Option Plan

Number of Common
Shares Subject to Options
Granted in the
Fiscal Year Ended
Name and Position June 30, 2003
---------------------------------------------------------- -------------------------

William C. Brooks, President and Chief
Executive Officer.......................................... 100,000
Osbie Howard, Senior Vice President........................... 25,000
Stephen D. Harris, Chief Financial Officer
and Treasurer.............................................. 25,000
All current executive officers as a group (3 persons) ....... 150,000
All current directors who are not executive
officers as a group (7 persons) ............................. -
All key employees who are not executive officers
as a group ( persons)...................................... -
All other consultants and advisors as a group (7 persons)..... -

The dollar values of these options cannot be determined because they
depend on the market value of the underlying shares on the date of exercise. No
associate of any director, nominee or executive officer has been granted options
under or independent of the plan. In addition, no person not named above has
received five percent or more of the options authorized under or independent of
the plan, in the aggregate.

Our Board of Directors has an established policy to grant every new
director, upon his or her first joining the Board, a 10-year option to purchase
25,000 common shares, exercisable at the fair market value of the common shares
on the date of grant. All of our current directors, including the three
incumbent directors who are nominees for election to new terms on the Board,
already previously received their respective 25,000-share option grants.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
AMENDMENTS TO THE PLAN, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY
OTHERWISE.

--------------------------------------------------------------------------------
IV. REPORT OF THE FINANCE AND AUDIT COMMITTEE
--------------------------------------------------------------------------------

This report of our Finance and Audit Committee describes the actions of
the Committee for the fiscal year ended June 30, 2003. This report shall not be
deemed to be "soliciting material" or to be "filed" with the Securities and
Exchange Commission or subject to Regulation 14A or 14C or to the liabilities of
Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be
incorporated by reference into any future filing under such

Securities Exchange Act or the Securities Act of 1933, as amended, except to the
extent that we specifically request that such information be treated as
soliciting material or specifically incorporate it by reference into such
filing.

The Finance and Audit Committee (the "Committee") is made up of the
following members: Darrel W. Francis (Chairman), William B. Fitzgerald, Tom A.
Goss, Peter F. Hurst, Jr. and Emmett S. Moten, Jr. The Committee operates
pursuant to a written Charter (a copy of which is ATTACHED AS APPENDIX B TO THIS
PROXY STATEMENT). In accordance with the Charter, all of the members of the
Committee are independent (as defined in the rules of the New York Stock
Exchange) and financially literate and at least one member of the Committee has
accounting or related financial management expertise.

Based on the Committee's decision to change accountants, effective
March 3, 2003 the Company replaced KPMG LLP with Follmer Rudzewicz PLC as the
Company's independent accountants engaged to audit its consolidated financial
statements for the fiscal year ending June 30, 2003. The change was the result
of a competitive bidding process involving several accounting firms, as reported
in the Company's Form 8-K report filed on March 5, 2003.

Management is responsible for our internal controls and the financial
reporting process. Our independent auditors are responsible for performing an
independent audit of our consolidated financial statements in accordance with
generally accepted auditing standards and for expressing an opinion on the
conformity of our audited consolidated financial statements with accounting
principles generally accepted in the United States of America. As provided in
its Charter, the Committee's responsibilities include monitoring and oversight
of these processes.

In this context and in accordance with its Charter, the Committee has
met and held discussions with management and the current and previous
independent auditors.

Management represented to the Committee that our audited consolidated
financial statements for the fiscal year ended June 30, 2003 (the "Financial
Statements") were prepared in accordance with generally accepted accounting
principles, and the Committee has reviewed and discussed the Financial
Statements with management and the independent auditors. The Committee also
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Committee) and
Statement on Auditing Standards No. 61 (Communication with Audit Committees).

In addition, the Committee has discussed with the independent auditors
the independent auditors' independence from management and the Company,
including the matters in the written disclosures from the independent auditors
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees). In concluding that the independent auditors
are independent, the Committee considered, among other factors, whether the
nonaudit services provided by the independent auditors (principally tax
services) were compatible with their independence. The recently enacted
Sarbanes-Oxley Act of 2003 will require the Committee to pre-approve all audit
and non-audit services, subject to a narrow de minimis exception.

In fulfilling its oversight responsibility of reviewing the services
performed by our independent auditors, the Committee carefully reviews the
policies and procedures for the engagement of the independent auditors. The
Committee also met with the independent auditors, with and without management
present, to discuss the results of their examinations, the evaluations of our
internal controls, and the overall quality of our financial reporting. The
Committee also reviewed and discussed with the independent auditors the fees
paid to the

independent auditors; these fees are described under "Fees Paid to Independent
Auditors" following this report.

Based on the Committee's review and discussions of the matters referred
to above, the Committee recommended to the Board that the Financial Statements
be included in our Annual Report on Form 10-K for the fiscal year ended June 30,
2003, for filing with the SEC. The Committee also recommended that the Board
select Follmer Rudzewicz PLC to serve as our independent auditors for fiscal
year 2004.

Finance and Audit Committee
Darrel W. Francis, Chairman,
William B. Fitzgerald, Tom A. Goss, Peter F. Hurst, Jr.,
and Emmett S. Moten, Jr.

AUDIT FEES

During fiscal year 2003, beginning March 3, 2003, based on the decision
of our Finance and Audit Committee, we retained Follmer Rudzewicz PLC as our
independent auditors, replacing KPMG LLP, to provide services in the following
categories. The following is a summary of fees billed by Follmer Rudzewicz PLC
for audit and other professional services during the fiscal year ended June 30,
2003:

Audit Fees, including services rendered in reviewing quarterly financial information and
auditing our annual consolidated financial statements for fiscal year 2003............ $ 130,000

During fiscal year 2003, we also retained our previous independent
auditors, KPMG LLP, to provide services in the following categories. The
following is a summary of fees billed by KPMG LLP for audit and other
professional services during the fiscal year ended June 30, 2003:

Audit Fees, including services rendered in reviewing fiscal year 2003 quarterly financial
information and auditing our annual consolidated financial statements for fiscal year
2002................................................................................... $ 134,300
Tax Fees.................................................................................. $ 38,100

The Finance and Audit Committee, after a review and discussion with
Follmer Rudzewicz PLC and KPMG LLP of the preceding information, determined that
the provision of these services was compatible with maintaining their respective
independence.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Finance and Audit Committee's Charter affirms its responsibility to
approve in advance audit and non-audit services to be performed by our
independent auditor. The Committee anticipates adopting pre-approval policies
and procedures for such audit and non-audit services at a future meeting and
disclosing the same in our next annual proxy statement.

--------------------------------------------------------------------------------
V. OTHER INFORMATION
--------------------------------------------------------------------------------

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our
officers and directors, and persons who own more than 10% of a registered class
of our equity securities, to file reports

of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders are required
by SEC regulation to provide us copies of Section 16(a) reports they file. Based
solely on review of the copies of such reports provided to us for fiscal 2003,
or written representations that no Forms 5 were required, we believe that during
the fiscal year ended June 30, 2003 all Section 16(a) filing requirements
applicable to our officers, directors and greater than 10% beneficial owners
were complied with, except a report was filed late by each non-employee director
the first time they received a portion of their compensation for director
services in common shares in lieu of cash, and except a Form 4 paper filing by
William C. Brooks was not accepted at the concurrent start of electronic-only
filing and was promptly refiled electronically.

EXPENSES OF SOLICITATION

The cost of this solicitation of proxies will be borne by the Company
and may include requests by mail and personal contact by its Directors, officers
and employees. In addition, the Company has retained Georgeson Shareholder to
aid in the solicitation of proxies from brokers, banks, other nominees and
institutional holders at a fee not to exceed $5,000 plus out-of-pocket expenses.
The Company will reimburse brokers or other nominees and institutional holders
for their expenses in forwarding proxy materials to principals. Any person
giving a proxy has the power to revoke it at any time before it is voted.

STOCK PERFORMANCE CHART

The following graph compares the cumulative total return for the previous five
fiscal years on a $100 investment on June 30, 1998 in each of our Common Stock,
the Standard & Poor's 500 Stock Index and peer group indices (the Old Peer Group
is the same as in the comparable graph in our last proxy statement; the New Peer
Group reflects the substitution of some peers more similar to us currently). The
graph assumes reinvestment of dividends, if any.

[LINE GRAPH]

COMPARISON OF 5 YEAR CUMULATIVE RETURN
ASSUMES INITIAL INVESTMENT OF $100
JUNE 2003
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----

United American Healthcare Corp. $100.00 $110.53 $42.10 $128.84 $411.79 $155.79
S & P 500 $100.00 $122.76 $131.66 $112.13 $91.97 $92.20
S & P SMALLCAP 600 $100.00 $97.69 $111.74 $124.17 $124.51 $120.07
Old Peer Group Only $100.00 $87.15 $104.66 $135.57 $208.76 $237.57
New Peer Group Only $100.00 $94.96 $127.13 $179.97 $276.41 $308.68

2004 ANNUAL MEETING

A shareholder proposal which is intended to be presented at our 2004
annual meeting of shareholders must be received by the Company at its principal
executive offices by July 10, 2004.

Dated: October 6, 2003

APPENDIX A
UNITED AMERICAN HEALTHCARE CORPORATION
AMENDED AND RESTATED
1998 STOCK OPTION PLAN

--------------------------------------------------------------------------------
(AS AMENDED AUGUST 26, 2003, SUBJECT TO SHAREHOLDER APPROVAL
AT THE ANNUAL MEETING OF SHAREHOLDERS ON NOVEMBER 14, 2003)

[DELETIONS DENOTED BY BOLD AND STRIKE-THROUGH.
ADDITIONS DENOTED BY BOLD AND DOUBLE UNDERLINE.]
--------------------------------------------------------------------------------

1. DEFINITIONS: As used herein, the following definitions shall
apply:

(a) "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Corporation.

(b) "COMMITTEE" shall mean the Compensation Committee
designated by the Board of Directors of the Corporation, or such other
committee as shall be specified by the Board of Directors to perform
the functions and duties of the Committee under the Plan; provided,
however, that the Committee shall comply with the applicable
requirements of (i) Rule 16b-3 of the Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and
(ii) Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "CODE"), and the regulations thereunder.

(d) "DISCRETION" shall mean the sole discretion of the
Committee, with no requirement whatsoever that the Committee follow
past practices, act in a manner consistent with past practices, or
treat an officer, director or key employee in a manner consistent with
the treatment afforded other officers, directors or key employees with
respect to the Plan.

(e) "INCENTIVE OPTION" shall mean an option to purchase Common
Stock of the Corporation which meets the requirements set forth in the
Plan and also meets the definition of an incentive stock option within
the meaning of Section 422 of the Code. The stock option agreement for
an Incentive Option shall state that the option is intended to be an
Incentive Option.

(f) "NONQUALIFIED OPTION" shall mean an option to purchase
Common Stock of the Corporation which meets the requirements set forth
in the Plan but does not meet the definition of an incentive stock
option within the meaning of Section 422 of the Code. The stock option
agreement for a Nonqualified Option shall state that the option is
intended to be a Nonqualified Option.

(g) "PARTICIPANT" shall mean any individual designated by the
Committee under Paragraph 6 for participation in the Plan.

Appendix A - Page 1

(h) "PLAN" shall mean the United American Healthcare
Corporation 1998 Stock Option Plan.

(i) "SUBSIDIARY" shall mean any corporation or similar entity
in which the Corporation owns, directly or indirectly, stock or other
equity interest ("STOCK") possessing more than 25% of the combined
voting power of all classes of Stock; provided, however, that an
Incentive Option may be granted to an employee of a Subsidiary only if
the Subsidiary is a corporation and the Corporation owns, directly or
indirectly, 50% or more of the total combined voting power of all
classes of Stock of the Subsidiary.

2. PURPOSE OF PLAN: The purpose of the Plan is to provide officers,
directors and key employees of the Corporation and its Subsidiaries with an
increased incentive to make significant and extraordinary contributions to the
long-term performance and growth of the Corporation and its Subsidiaries, to
join the interests of officers, directors and key employees with the interests
of the shareholders of the Corporation, and to facilitate attracting and
retaining officers, directors and key employees of exceptional ability.

3. ADMINISTRATION: The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee shall determine, from those
eligible to be Participants under the Plan, the persons to be granted stock
options, the amount of stock to be optioned to each such person, and the terms
and conditions of any stock options. Subject to the provisions of the Plan, the
Committee is authorized to interpret the Plan, to make, amend and rescind rules
and regulations relating to the Plan and to make all other determinations
necessary or advisable for the Plan's administration. Interpretation and
construction of any provision of the Plan by the Committee shall, unless
otherwise determined by the Board of Directors of the Corporation, be final and
conclusive. A majority of the Committee shall constitute a quorum, and the acts
approved by a majority of the members of the Committee present at any meeting at
which a quorum is present, or acts approved in writing by a majority of the
Committee, shall be the acts of the Committee.

4. INDEMNIFICATION OF COMMITTEE MEMBERS: In addition to such other
rights of indemnification as they may have, the members of the Committee shall
be indemnified by the Corporation in connection with any claim, action, suit or
proceeding relating to any action taken or failure to act under or in connection
with the Plan or any option granted hereunder to the full extent provided for
under the Corporation's Bylaws with respect to indemnification of directors of
the Corporation.

5. MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN: The maximum number of
shares with respect to which stock options may be granted under the Plan shall
be 1,000,000 shares in the aggregate of Common Stock of the Corporation. If a
stock option expires or terminates for any reason without having been fully
exercised, the number of shares with respect to which the stock option was not
exercised at the time of its expiration or termination shall again become
available for the grant of stock options under the Plan, unless the Plan shall
have been terminated.

Notwithstanding any other provision in this Plan, no officer, director
or employee of the Corporation or a Subsidiary may receive options for more than
300,000 shares of Common Stock of

Appendix A - Page 2

the Corporation over the term of the Plan, as provided in Paragraph 21. For
purposes of this 300,000 share per-Participant limitation, there shall be taken
into account all shares covered by stock options granted to an individual
regardless of whether such stock options expire or terminate without being fully
exercised.

The number of shares subject to each outstanding stock option, the
option price with respect to outstanding stock options, the aggregate number of
shares remaining available under the Plan and the 300,000 share per-Participant
limitation shall be subject to such adjustment as the Committee, in its
Discretion, deems appropriate to reflect such events as stock dividends, stock
splits, recapitalizations, mergers, consolidations or reorganizations of or by
the Corporation; provided, however, that no fractional shares shall be issued
pursuant to the Plan, no rights may be granted under the Plan with respect to
fractional shares, and any fractional shares resulting from such adjustments
shall be eliminated from any outstanding stock option.

6. PARTICIPANTS: The Committee shall determine and designate from time
to time, in its Discretion, those officers, directors and key employees of the
Corporation or any Subsidiary to receive stock options who, in the judgment of
the Committee, are or will become responsible for the direction and financial
success of the Corporation or any Subsidiary; provided, however, that Incentive
Options may be granted to officers, directors and key employees of a Subsidiary
only if (i) the Corporation owns, directly or indirectly, 50% or more of the
total combined voting power of all classes of Stock of the Subsidiary and (ii)
the Subsidiary is a corporation.

7. WRITTEN AGREEMENT: Each stock option shall be evidenced by a written
agreement (each a "CORPORATION-PARTICIPANT AGREEMENT") containing such
provisions as may be approved by the Committee. Each such
Corporation-Participant Agreement shall constitute a binding contract between
the Corporation and the Participant and every Participant, upon acceptance of
such Agreement, shall be bound by the terms and restrictions of the Plan and of
such Agreement. The terms of each such Corporation-Participant Agreement shall
be in accordance with the Plan, but each Agreement may include such additional
provisions and restrictions determined by the Committee, in its Discretion,
provided that such additional provisions and restrictions are not inconsistent
with the terms of the Plan.

8. ALLOTMENT OF SHARES: The Committee shall determine and fix, in its
Discretion, the number of shares of Common Stock with respect to which a
Participant may be granted stock options under the Plan; provided, however, that
no Incentive Option may be granted under the Plan to any one Participant which
would result in the aggregate fair market value, determined as of the date the
option is granted, of underlying stock with respect to which incentive stock
options are exercisable for the first time by such Participant during any
calendar year under any plan maintained by the Corporation (or any parent or
subsidiary corporation of the Corporation) exceeding $100,000.

9. STOCK OPTIONS: Subject to the terms of the Plan, the Committee, in
its Discretion, may grant to Participants either Incentive Options or
Nonqualified Options or any combination thereof; provided, that directors of the
Corporation or a Subsidiary who are not employees of the Corporation or
Subsidiary shall be eligible for only Nonqualified Options. Each option granted
under the Plan shall designate the number of shares covered thereby, if any,
with respect to which the

Appendix A - Page 3

option is an Incentive Option, and the number of shares covered thereby, if any,
with respect to which the option is a Nonqualified Option.

10. STOCK OPTION PRICE: Subject to the rules set forth in this
Paragraph 10, at the time any stock option is granted, the Committee, in its
Discretion, shall establish the price per share for which the shares covered by
the option may be purchased. With respect to an Incentive Option, such option
price shall not be less than 100% of the fair market value of the stock on the
date on which such option is granted; provided, however, that with respect to an
Incentive Option granted to an employee who at the time of the grant owns (after
applying the attribution rules of Section 424(d) of the Code) more than 10% of
the total combined voting stock of the Corporation or of any parent or
subsidiary, the option price shall not be less than 110% of the fair market
value of the stock on the date such option is granted. With respect to a
Nonqualified Option, the option price shall not be less than 75% of the fair
market value of the stock on the date upon which such option is granted. Fair
market value of a share shall be determined by the Committee and may be
determined by taking the mean between the highest and lowest quoted selling
prices of the Corporation's Common Stock on any exchange or other market on
which the shares of Common Stock of the Corporation shall be traded on such
date, or if there are no sales on such date, on the next following day on which
there are sales. The option price shall be subject to adjustment in accordance
with the provisions of Paragraph 5.

11. PAYMENT OF STOCK OPTION PRICE: To exercise in whole or in part any
stock option granted hereunder, payment of the option price in full in cash
shall be made by the Participant for all shares so purchased. In the Discretion
of and subject to such conditions as may be established by the Committee,
payment of the option price may also be made by the Corporation retaining from
the shares to be delivered upon exercise of the stock option that number of
shares having a fair market value on the date of exercise equal to the option
price of the number of shares with respect to which the Participant exercises
the stock option. Such payment may also be made in such other manner as the
Committee determines is appropriate, in its Discretion. No Participant shall
have any of the rights of a shareholder of the Corporation under any stock
option until the actual issuance of shares to such Participant, and prior to
such issuance no adjustment shall be made for dividends, distributions or other
rights in respect of such shares, except as provided in Paragraph 5.

12. GRANTING AND EXERCISING OF STOCK OPTIONS: Subject to the provisions
of this Paragraph 12, each stock option granted hereunder shall be exercisable
at any such time or times or in any such installments as may be determined by
the Committee at the time of the grant; provided, however, that no stock option
may be exercisable prior to the expiration of six months from the date of grant
unless the Participant dies or becomes disabled prior thereto. In addition, the
aggregate fair market value (determined at the time the option is granted) of
the Common Stock with respect to which Incentive Options are exercisable for the
first time by a Participant during any calendar year shall not exceed $100,000.

A Participant may exercise a stock option, if then exercisable, in
whole or in part by delivery to the Corporation of written notice of the
exercise, in such form as the Committee may prescribe, accompanied (i) by
payment for the shares with respect to which the stock option is exercised in
accordance with Paragraph 11, or (ii) in the Discretion of the Committee,
irrevocable instructions to a stock broker to promptly deliver to the
Corporation full payment for the shares with respect to which

Appendix A - Page 4

the stock option is exercised from the proceeds of the stock broker's sale of or
loan against the shares. Except as provided in Paragraph 16, stock options
granted to a Participant may be exercised only while the Participant is an
officer, director or employee of the Corporation or a Subsidiary.

Successive stock options may be granted to the same Participant,
whether or not the stock option(s) previously granted to such Participant remain
unexercised. A Participant may exercise a stock option, if then exercisable,
notwithstanding that stock options previously granted to such Participant remain
unexercised.

13. NON-TRANSFERABILITY OF STOCK OPTIONS: No stock option granted under
the Plan to a Participant shall be transferable by such Participant otherwise
than by will or by the laws of descent and distribution, and stock options shall
be exercisable, during the lifetime of the Participant, only by the Participant.

14. TERM OF STOCK OPTIONS: If not sooner terminated, each stock option
granted hereunder shall expire not more than ten (10) years from the date of the
granting thereof; provided, however, that with respect to an Incentive Option
granted to a Participant who, at the time of the grant, owns (after applying the
attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting stock of all classes of stock of the Corporation or of any
parent or subsidiary, such option shall expire not more than five (5) years
after the date of the granting thereof.

15. CONTINUATION OF EMPLOYMENT: The Committee may require, in its
Discretion, that any Participant under the Plan to whom a stock option shall be
granted shall agree in writing as a condition of the granting of such stock
option to remain in the employ of the Corporation or a Subsidiary for a
designated minimum period from the date of the granting of such stock option as
shall be fixed by the Committee.

16. TERMINATION OF EMPLOYMENT: If the employment of a Participant by
the Corporation or a Subsidiary shall terminate, the Committee may, in its
Discretion, permit the exercise of Incentive Options granted to such Participant
(i) for a period not to exceed three months following termination of employment
if termination of employment is not due to death or permanent disability of the
Participant, and (ii) for a period not to exceed one year following termination
of employment if termination of employment is due to the death or permanent
disability of the Participant. With respect to Nonqualified Options, the
Committee may, in its Discretion, permit the exercise of such stock options
granted to a director of the Corporation or a Subsidiary who ceases to be such a
director (regardless of whether he or she is or was also an officer or director
of the Corporation or Subsidiary) for a period not to extend beyond the
expiration date of the Nonqualified Options. In no event, however, shall a stock
option be exercisable subsequent to its expiration date and, furthermore, unless
the Committee in its Discretion determines otherwise, a stock option may only be
exercised after termination of a Participant's employment, or of a Participant's
status as a non-employee director, to the extent exercisable on the date of
termination of such employment or status or to the extent exercisable as a
result of the reason for termination of such employment or status. The period of
time, if any, a Participant shall have to exercise stock options upon
termination of employment, or of status as a non-employee director, shall be set
forth in the Corporation-Participant Agreement, subject to extension of such
time period by the Committee in its Discretion.

Appendix A - Page 5

17. INVESTMENT PURPOSE: If the Committee in its Discretion determines
that as a matter of law such procedure is or may be desirable, it may require a
Participant, upon any acquisition of Common Stock hereunder by reason of the
exercise of stock options, and as a condition to the Corporation's obligation to
issue or deliver certificates representing such shares, to execute and deliver
to the Corporation a written statement, in form satisfactory to the Committee,
representing and warranting that the Participant's acquisition of shares of
stock shall be for such person's own account, for investment and not with a view
to the resale or distribution thereof and that any subsequent offer for sale or
sale of any such shares shall be made either pursuant to (a) a registration
statement on an appropriate form under the Securities Act of 1933, as amended
(the "SECURITIES Act"), which registration statement has become effective and is
current with respect to the shares being offered and sold, or (b) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption the Participant shall, prior to any offer for sale or
sale of such shares, obtain a favorable written opinion from counsel for or
approved by the Corporation as to the availability of such exemption. The
Corporation may endorse an appropriate legend referring to the foregoing
restriction upon the certificate or certificates representing any shares issued
or transferred to a Participant under the Plan.

18. RIGHTS TO CONTINUED EMPLOYMENT: Nothing contained in the Plan or in
any stock option granted pursuant to the Plan, nor any action taken by the
Committee hereunder, shall confer upon any Participant any right with respect to
continuation of employment by the Corporation or a Subsidiary nor interfere in
any way with the right of the Corporation or a Subsidiary to terminate such
person's employment at any time.

19. WITHHOLDING PAYMENTS: If upon the exercise of a Nonqualified
Option, or upon a disqualifying disposition (within the meaning of Section 422
of the Code) of shares acquired upon exercise of an Incentive Option, there
shall be payable by the Corporation or a Subsidiary any amount for income tax
withholding, in the Committee's Discretion, either the Corporation shall
appropriately reduce the amount of Common Stock or cash to be delivered or paid
to the Participant or the Participant shall pay such amount to the Corporation
or Subsidiary to reimburse it for such income tax withholding. The Committee
may, in its Discretion, permit Participants to satisfy such withholding
obligations, in whole or in part, by electing to have the amount of Common Stock
delivered or deliverable by the Corporation upon exercise of a stock option
appropriately reduced, or by electing to tender Common Stock back to the
Corporation subsequent to exercise of a stock option, to reimburse the
Corporation or a Subsidiary for such income tax withholding (any such election
being irrevocable), subject to such rules and regulations as the Committee may
adopt, including such rules as it determines appropriate with respect to
Participants subject to the reporting requirements of Section 16(a) of the
Exchange Act of 1934 to effect such tax withholding in compliance with the Rules
established by the Securities and Exchange Commission (the "COMMISSION") under
Section 16 to the Exchange Act and the positions of the staff of the Commission
thereunder expressed in no-action letters exempting such tax withholding from
liability under Section 16(b) of the Exchange Act. The Committee may make such
other arrangements with respect to income tax withholding as it shall determine.

20. EFFECTIVENESS OF PLAN: The Plan shall be effective on the date the
Board of Directors of the Corporation adopts the Plan, provided that the
shareholders of the Corporation approve the Plan within 12 months of its
adoption by the Board of Directors. Stock options may be granted prior

Appendix A - Page 6

to shareholder approval of the Plan, but each such stock option grant shall be
subject to shareholder approval of the Plan. No stock option may be exercised
prior to shareholder approval.

21. TERMINATION, DURATION AND AMENDMENTS OF PLAN: The Plan may be
abandoned or terminated at any time by the Board of Directors of the
Corporation. Unless sooner terminated, the Plan shall terminate on the date
fifteen (15) years after its adoption by the Board of Directors, and no stock
options may be granted thereafter. The termination of the Plan shall not affect
the validity of any stock option outstanding on the date of termination.

For the purpose of conforming to any changes in applicable law or
governmental regulations, or for any other lawful purpose, the Board of
Directors shall have the right, with or without approval of the shareholders of
the Corporation, to amend or revise the terms of the Plan at any time; provided,
however, that no such amendment or revision shall (i) without approval or
ratification of the shareholders of the Corporation (A) increase the maximum
number of shares in the aggregate which are subject to the Plan (subject,
however, to the provisions of Paragraph 5), (B) increase the maximum number of
shares for which any Participant may be granted stock options under the Plan
(except as contemplated by Paragraph 5), (C) change the class of persons
eligible to be Participants under the Plan, or (D) materially increase the
benefits accruing to Participants under the Plan, or (ii) without the consent of
the holder thereof, change the stock option price (except as contemplated by
Paragraph 5) or alter or impair any stock option which shall have been
previously granted under the Plan.

As originally adopted by the Board of Directors on August 6, 1998
and approved by the Shareholders of the Corporation on November
12, 1998.

Highlighted amendments above approved by the Board of Directors on
August 26, 2003, subject to approval by the Shareholders of the
Corporation sought on November 14, 2003.

Appendix A - Page 7

APPENDIX B

UNITED AMERICAN HEALTHCARE CORPORATION

FINANCE AND AUDIT COMMITTEE

CHARTER

(Adopted by the Board of Directors on August 26, 2003)

I. Composition of the Committee

A. Number of Members. The Finance and Audit Committee (the
"Committee") of the Board of Directors (the "Board") of United
American Healthcare Corporation ("UAHC") shall consist of
three or more directors of UAHC appointed by the Board. The
Board may appoint and remove members of the Committee at any
time. A director must meet the qualification and independence
requirements of 1.B below in order to be appointed as a
regular member of the Committee, and any such member who
ceases to meet such requirements shall then cease to be a
member of the Committee. The Committee must have at least
three members in order to act. The Board shall appoint a
Chairman of the Committee.

B. Qualification; Independence

1. No Committee member may be a current or former
officer or employee of UAHC or any of its
subsidiaries and affiliates (collectively, the
"Company").

2. Each Member of the Committee must be independent of
management and the Company and be free from any
relationship that may interfere with the exercise of
independent judgment as a Committee member.

3. Each member of the Committee must qualify as an
"independent director" under the requirements of
subsection 2 of Section 303A of the New York Stock
Exchange Listed Company Manual. No Committee member
shall qualify as "independent" unless the Board has
affirmatively determined that he or she has no
material relationship with the Company, either
directly or as a partner, shareholder or officer of
an organization that has a relationship with the
Company.

4. Each member of the Committee must be financially
literate or must become financially literate within a
reasonable period of time after appointment to the
Committee. The Board will determine, in its business
judgment, whether a director meets the financial
literacy requirement.

5. The Chairman of the Committee must have accounting or
related financial management experience and
expertise. The Board will determine, in its business
judgment, whether a director meets the foregoing
requirements prior to appointing such director as
Chairman.

Appendix B - Page 1

Finance and Audit Committee Charter - 2003

6. At least one member of the Committee (who may be the
Chairman of the Committee) shall qualify as an "audit
committee financial expert" as defined in rules of
the Securities and Exchange Commission issued
pursuant to Section 407 of the Sarbanes-Oxley Act of
2002.

7. No director who is receiving any compensation from
the Company (other than director's fees) may serve as
a member of the Committee.

8. No director who is an "affiliated person" of the
Company, as defined in rules of the Securities and
Exchange Commission issued pursuant to Section 301 of
the Sabanes-Oxley Act of 2002, may serve as a member
of the Committee.

9. No director who simultaneously serves on the audit
committee of more than two other public companies may
simultaneously serve as a member of the Committee
unless the Board has affirmatively determined that
such services on other audit committees would not
impair the ability of the director to effectively
serve on the Committee. If any such determination is
made, it shall be disclosed in the subsequent annual
proxy statements of UAHC.

II. Meetings of the Committee

A. Regular Meetings. The Committee shall hold at least four
face-to-face meetings per year. The Chairman of the Committee
will, in consultation with the other members of the Committee,
UAHC's independent auditor and the appropriate officers of
UAHC, be responsible for calling such meetings, establishing
agendas therefor and supervising the conduct thereof.

B. Special Meetings. Special face-to-face or telephonic meetings
may be called at any time by the Chairman of the Committee or
any two members of the Committee. The person or persons
calling any such meeting shall establish the agenda therefor,
and the Chairman of the Committee shall supervise the conduct
thereof.

C. Minutes. The Committee shall keep minutes of all of its
meetings showing all matters considered by it and the actions
taken thereon, and shall submit a report of such meetings at
the next regular meeting of the Board.

D. Quorum and Manner of Acting. A majority of the members of the
Committee shall be present in person at any meeting of the
Committee in order to constitute a quorum for the transaction
of business at such meeting. The affirmative vote of a
majority of the members of the Committee present at a meeting
at which a quorum is present, or the written consent of all of
the members of the Committee without a meeting, shall be the
act of the Committee.

Appendix B - Page 2

Finance and Audit Committee Charter - 2003

III. Purpose of the Committee

A. Oversight. The Committee shall assist the Board in fulfilling
its oversight responsibilities relating to the integrity of
UAHC's financial statements, the Company's compliance with
legal and regulatory requirements, the independent auditor's
qualifications and independence, the performance of UAHC's
independent auditors, and the adequacy of UAHC's accounting
and internal control systems. Subject to the specific
responsibilities that are set forth in this charter, it is not
the responsibility of the Committee to plan or conduct audits
or to determine that UAHC's financial statements are complete
and accurate or are in compliance with generally accepted
accounting principles ("GAAP"), which is the responsibility of
management and the independent auditor, or to resolve
disputes, if any, between management and the independent
auditor.

B. Annual Proxy Report. The Committee shall prepare the report of
the Committee that is required by the rules of the Securities
and Exchange Commission to be included in UAHC's annual proxy
statements.

IV. Responsibilities and Duties of the Committee

A. Independent Auditor and Audit Matters. With respect to matters
relating to UAHC's independent auditor and audit matters, the
Committee shall:

1. Selection of Auditor. Have the sole authority
(subject to shareholder ratification, if applicable)
to select, retain and replace UAHC's independent
auditor firm (the "Auditor") to be employed to
perform the annual audits of UAHC's financial
statements and reviews of UAHC's financial,
accounting, auditing and internal control systems.
The Auditor shall be ultimately accountable to the
Committee and the Board and shall have unrestricted
access to the Committee and the Board.

2. Compensation and Services of Auditor. Have the sole
authority to determine and approve all compensation
to be paid to UAHC's Auditor for audit services and
legally-permitted non-audit services performed on
UAHC's behalf and the terms of all engagements for
such services. All such audit and non-audit services
shall be approved by the Committee in advance of
their performance. The Committee may delegate to one
or more designated members of the Committee the
authority to grant such pre-approvals, provided that
any such pre-approval shall be presented to the full
Committee at its next scheduled meeting.

3. Annual Evaluation of Auditor. At least annually
obtain and review a written report by the Auditor
firm describing (a) the Auditor's internal
quality-control procedures, (b) any material issues
raised by the most recent internal quality-control
review, or peer review, of the Auditor, or by any
inquiry or investigation by governmental or
professional authorities, within the preceding five
years, respecting one or more independent audits
carried out by the Auditor, and any steps taken to
deal

Appendix B - Page 3

Finance and Audit Committee Charter - 2003

with any such issues, and (c) all relationships
between the Auditor and the Company. The Committee
shall annually evaluate the Auditor's qualifications,
performance and independence, based on its review of
the foregoing report and the Auditor's work
throughout the year, and will present the results of
each such evaluation to the full Board.

4. Auditor Report on Accounting Issues. Require the
Auditor to timely report to the Committee (a) all
critical accounting policies and practices to be
used, (b) all alternative treatments of financial
information within GAAP that have been discussed with
Company management, the ramifications of the use of
such alternative disclosures and treatments, and the
treatment preferred by the Auditor and (c) other
material written communications between the Auditor
and Company management, such as any management letter
or schedule of unadjusted differences.

5. Review of Audit Results. Periodically meet with the
Auditor and management to (a) review and discuss the
results of the audits and reviews described in IV.A.1
above, (b) discuss the annual audited financial
statements and quarterly financial statements,
including UAHC's disclosures under "Management's
Discussion and Analysis of Financial Conditions and
Results of Operations" and (c) review and approve in
advance annual audit plans of the Auditor.

6. Audit Issues and Disagreements. Regularly meet with
the Auditor, which meetings may include management,
to review any audit problems or difficulties,
including any restrictions on the scope of the
Auditor's activities or any access to requested
information, and any significant disagreements with
management. The review shall include any significant
disagreements between the Auditor's UAHC audit team
and its national office regarding auditing or
accounting issues arising from the audit.

7. Review of Periodic Reports. Require that the Auditor
review the financial information in UAHC's quarterly
reports on Form 10-Q prior to filing such reports
with the Securities and Exchange Commission and that
appropriate reconciliations and descriptions of any
adjustments to the quarterly information previously
reported on a Form 10-Q for any quarter be made and
be reviewed by the Auditor.

8. Review of Auditor Opinion. Review the opinions to be
rendered by the Auditor in connection with its audits
of UAHC's financial statements.

9. Employment of Auditors for Subsidiaries. Request
UAHC's subsidiary and affiliated companies to employ
such independent auditors (all of which shall be
accountable to the Committee and the Board) as the
Committee deems appropriate to audit the respective
financial statements of such subsidiary and
affiliated companies.

Appendix B - Page 4

Finance and Audit Committee Charter - 2003

10. Annual Proxy Report of Company. Prepare an annual
report of the Company, for inclusion in UAHC's annual
proxy statement, stating whether the Committee has:

o reviewed and discussed the audited financial
statements with management

o discussed with the Auditor the matters
required to be discussed by Statement on
Auditing Standards No. 61, and discussed
with the Auditor the Auditor's independence

o received the written disclosures and the
letter from the Auditor required by
Independence Standards Board Standard No. 1

o based on the foregoing, recommended to the
Board that the audited financial statements
be included in UAHC's annual report on Form
10-K for the fiscal year.

B. Financial and Financial Reporting Matters. With respect to
financial and financial reporting matters, the Committee
shall:

1. Make recommendations to the Board on matters relating
to the financial affairs and policies of the Company
including, without limitation, capital structure
issues, dividend policy, treasury stock purchases,
acquisitions and divestitures, external financing,
complex financial transactions and investment and
debt policies.

2. Review the status of significant legal and tax
matters and the potential financial implications
thereof.

3. Review (a) major issues regarding accounting
principles and financial statement presentations,
including any significant changes in UAHC's selection
or application of accounting principles and the
effects, if any, of such changes on UAHC's financial
statements, (b) significant financial reporting
issues and judgments made in connection with the
preparation of UAHC's financial statements, including
the effects of alternative GAAP methods on the
financial statements, and (c) the effect of
regulatory and accounting initiatives, as well as
off-balance sheet structures, if any, on UAHC's
financial statements.

4. Review, in advance, the financial results to be
included in UAHC's Annual Report to Stockholders and
in UAHC's filings with the Securities and Exchange
Commission.

5. Review, in advance, UAHC's earnings press releases
and review the financial information and earnings
guidance, if any, provided to analysts and rating
agencies.

Appendix B - Page 5

Finance and Audit Committee Charter - 2003

C. Other Responsibilities and Duties.

1. In order to effectively perform its oversight
responsibilities and duties, the Committee shall meet
separately, periodically, with UAHC management and
with the Auditor.

2. In the course of fulfilling its duties, the Committee
shall, as appropriate, obtain advice and assistance
from outside legal, accounting or other advisors and
shall have the authority to retain such advisors
without approval from the Board or UAHC management.

3. The Committee shall establish for UAHC clear hiring
policies with respect to employees or former
employees of any current or past independent auditor
for UAHC.

4. The Committee shall, on at least a quarterly basis,
review with the Board any issues that arise with
respect to the quality or integrity of UAHC's
financial statements, the Company's compliance with
legal or regulatory requirements, and the performance
and independence of the Auditor.

5. The Committee shall establish procedures for (a) the
receipt, retention and treatment of complaints
received by the Company regarding accounting,
internal accounting controls or auditing matters and
(b) the confidential, anonymous submission by
employees of the Company of concerns regarding
questionable accounting or auditing matters.

6. The Committee shall annually review and reassess the
adequacy of the Committee's Charter.

7. The Committee shall have such other responsibilities
and perform such other duties as may be assigned to
the Committee from time to time by the Board.

D. Performance Evaluation of the Committee. The Committee shall
annually conduct a self-evaluation of its effectiveness and its
compliance with the Committee's Charter and applicable rules of
regulatory bodies. The Committee shall report its findings and
conclusions to the Board at the next regular Board meeting following
completion of each such evaluation.

Appendix B - Page 6

[UNITED AMERICAN HEALTHCARE UNITED AMERICAN 000000 0000000000 0 0000
CORPORATION LOGO] HEALTHCARE CORPORATION
000000000.000 ext
000000000.000 ext
000000000.000 ext
MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1 000000000.000 ext
ADD 2 000000000.000 ext
ADD 3
ADD 4 HOLDER ACCOUNT NUMBER
ADD 5
ADD 6 C 1234567890 J N T

[ ] Mark this box with an X if you have made
changes to your name or address details above.

ANNUAL MEETING PROXY CARD

A ELECTION OF DIRECTORS
1. The Board of Directors recommends a vote FOR the listed nominees.
FOR WITHHOLD

01 - Tom A. Goss [ ] [ ]

02 - Darrel W. Francis [ ] [ ]

03 - Emmett S. Moten, Jr. [ ] [ ]

B ISSUES
The Board of Directors recommends a vote FOR the following proposals.

FOR AGAINST ABSTAIN
2. Ratification of appointment of independent auditors. [ ] [ ] [ ]

3. Approval of two amendments to 1998 Stock [ ] [ ] [ ]
Option Plan.

4. In their discretion, the Proxies are authorized to
vote on such other business as may properly come [ ] [ ] [ ]
before the meeting.

C AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
Note: Please sign exactly as name appears on this card. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title.

Signature 1 - Please keep signature within the box Signature 2 - Please keep signature within the box Date (mm/dd/yyyy)

/ /
-------------------------------------------------- -------------------------------------------------- -----------------

PROXY - UNITED AMERICAN HEALTHCARE CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 14, 2003

The undersigned appoints William C. Brooks and Ronald E. Hall, Sr., and each of
them, as Proxies, with full power of substitution, to attend the Annual Meeting
of Shareholders of United American Healthcare Corporation on November 14, 2003,
and any adjournments, and to represent and vote the shares which the undersigned
is entitled to vote on the following matters as directed on the reverse side:

1. Election of three Directors for a term of 3 years. The nominees are: Tom A.
Goss, Darrel W. Francis and Emmett S. Moten, Jr.

2. Ratification of the appointment of Follmer Rudzewicz PLC as independent
auditors for the current fiscal year.

3. Approval of two amendments to 1998 Stock Option Plan.

4. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting.

When properly executed, these instructions will be voted in the manner directed
on the reverse side of this card; if you do not provide direction, this proxy
will be voted FOR Items 1, 2 and 3.

YOUR VOTE IS IMPORTANT!

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

(SEE REVERSE SIDE)