Edgar Filing: UNITED AMERICAN HEALTHCARE CORP

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. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

United American Healthcare Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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

2) Aggregate number of securities to which transaction applies:

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

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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

4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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

2) Form, Schedule or Registration Statement No.:

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

3) Filing Party:

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

4) Date Filed:

--------------------------------------------------------------------------------
PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (02-02)

(UNITED AMERICAN HEALTHCARE CORPORATION LOGO)

----------

NOTICE OF THE 2007
ANNUAL MEETING OF SHAREHOLDERS

----------

October 5, 2007

Dear Shareholder:

The Annual Meeting of Shareholders of United American Healthcare
Corporation will be held on Friday, November 2, 2007 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 UHY LLP as our
independent auditors for the 2008 fiscal year; and

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

Only shareholders of record at the close of business on September 14,
2007 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, 2007, which contains our Form 10-K report for that year. 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 please 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 2, 2007.

Sincerely,

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

(UNITED AMERICAN HEALTHCARE CORPORATION LOGO)

UNITED AMERICAN HEALTHCARE CORPORATION
300 RIVER PLACE, SUITE 4950
DETROIT, MICHIGAN 48207-5062

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
To be Held November 2, 2007

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 2, 2007, at 10:30 a.m., Eastern Standard Time. The
approximate mailing date for this proxy statement and the proxy is October 5,
2007.

At our annual meeting, shareholders will act upon the matters outlined
in the accompanying Notice of Annual Meeting, including the election of three
directors and ratification of the appointment of independent auditors. 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.

All references in this proxy statement to "fiscal 2007" are references
to our fiscal year ended June 30, 2007.

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 14, 2007 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 8,590,666
shares of common stock.

The following table contains information with respect to the
beneficial ownership of our common shares as of September 14, 2007 by each
person known by us to beneficially own more than 5% of our common shares, our
only outstanding class of voting shares:

AMOUNT AND NATURE OF PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES OWNED (1)
------------------------------------ -------------------- ----------------

Robert W. Morey and Maura Morey (2) 662,196 7.7%
1660 Tiburon Boulevard, Suite E
Tiburon, CA 94920

Bruce Galloway, Gary L. Herman, Strategic
Turnaround Equity Partners, L.P. (Cayman) 572,393 6.7%
and Galloway Capital Management LLC (3)
720 Fifth Avenue, 10th Floor
New York, NY 10019

Richard M. Brown, D.O. (4) 462,442 5.3%
27774 Franklin Road
Southfield, Michigan 48034

----------
(1) Based on 8,590,666 common shares outstanding as of September 14, 2007.

(2) The information with respect to Robert W. Morey and Maura Morey is based
solely on a Schedule 13G/A report (Amendment No. 2) filed February 1, 2006.
They beneficially own an aggregate of 662,196 common shares, consisting of
(i) 227,241 shares held by Mr. Morey, (ii) 2,800 shares held by Mr. Morey
as custodian for his grandchild, Amberley Morey, and 900 shares held by Mr.
Morey as custodian for his grandchild, Elizabeth Grace Morey, (iii) 12,000
shares held by Mr. Morey and Maura Morey as joint tenants and as to which
they share voting and dispositive power, and (iv) 419,255 shares held in
the RW Morey Defined Pension Trust for which Mr. Morey and Maura Morey
serve as co-trustees and as to which they share voting and dispositive
power.

(3) The information with respect to Bruce Galloway, Gary L. Herman, Strategic
Turnaround Equity Partners, L.P. (Cayman) and Galloway Capital Management
LLC is based solely on a Schedule 13D report filed June 19, 2007. Strategic
Turnaround Equity Partners, L.P. (Cayman) is deemed to be the direct
beneficial owner of 438,784 common shares. Galloway Capital Management LLC,
as the general partner of Strategic Turnaround Equity Partners, L.P.
(Cayman), is deemed to be the indirect beneficial owner of 438,784 common
shares. Bruce Galloway and Gary L. Herman, as Managing Members of Galloway
Capital Management LLC, are deemed to be the indirect beneficial owners of
438,784 common shares. Each of Galloway Capital Management LLC, Bruce
Galloway and Gary L. Herman disclaims beneficial ownership of the common
shares beneficially owned by Strategic Turnaround Equity Partners, L.P.
(Cayman) (except for (i) the indirect interest of Galloway Capital
Management LLC by virtue of being the general partner of Strategic
Turnaround Equity Partners, L.P. (Cayman), (ii) the indirect interests of
Bruce Galloway and Gary L. Herman by virtue of being members of Galloway
Capital Management LLC, and (iii) the indirect interests of Bruce Galloway
and Gary L. Herman by virtue of being limited partners of Strategic
Turnaround Equity Partners, L.P. (Cayman). Galloway Capital Management LLC,
Bruce Galloway and Gary L. Herman have shared voting and dispositive power
for these common shares. Bruce Galloway also is the direct beneficial owner
of 133,609 common shares, including 30,004 shares held by him, 25 shares
owned by his son for which Bruce Galloway has sole voting and dispositive
power, 9,280 shares held by RexonGalloway Capital Growth, LLC, an
investment company in which Bruce Galloway is a member and for which he has
full investment and voting discretion, and 100,597 shares held by Jacombs
Investments, Inc. for which Bruce Galloway has full investment and voting
discretion. Gary L. Herman also is the direct beneficial owner of 2,400
common shares, including 1,350 shares directly beneficially owned by him
and 1,050 shares held by FBR, Inc. for which he has sole voting and
dispositive power.

(4) Including 25,000, 15,000, 15,000, 2,500 and 2,834 shares which Dr. Brown
has the right to acquire pursuant to stock options that are exercisable
currently or become exercisable within 60 days after September 14, 2007 for
a price of $5.08, $2.09, $4.27, $3.86 and $4.73, respectively.

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.

I. ELECTION OF DIRECTORS

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 fewer than 6 directors. Our Board of Directors has consisted of eight
directors since our 2006 annual meeting, serving in three classes. Each class of
directors serves for a period of three years, except that two new directors were
elected in 2006 (increasing the number of directors from 6 to 8) for initial
terms of one year and two years, respectively. The term of office of one class
of directors expires each year at the annual meeting.

Our Board of Directors proposes that Richard M. Brown, D.O., Ronald E.
Hall, Sr. and Stephen D. Harris be elected as our directors, each to hold office
until our annual meeting of shareholders to be held in 2010 and until his
successor is elected and qualified. They are incumbent members of our Board of
Directors; Dr. Brown and Mr. Hall were most recently elected as directors at our
2004 annual meeting of shareholders, and Mr. Harris was elected as a director
(for an initial one-year term) at our 2006 annual meeting of shareholders. Our
Board of Directors has determined that Dr. Brown and Mr. Hall are independent,
and Mr. Harris is not independent, as defined in the listing standards of The
Nasdaq Stock Market, Inc. Marketplace Rules, as those standards have been
modified or supplemented.

If a quorum is present: the three nominees receiving the greatest
number of votes cast at the meeting or its adjournment for a term expiring with
the 2010 annual meeting will be elected. Withheld votes and broker non-votes
will not be deemed votes cast in determining which nominee receives 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.

The following information is furnished as of September 14, 2007 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 PERCENTAGE
NATURE OF OF COMMON PRESENT
NAME POSITION AND OFFICES COMMON SHARES SHARES TERM
(AND YEAR FIRST WITH US AND OTHER BENEFICIALLY BENEFICIALLY TO
BECAME A DIRECTOR) AGE PRINCIPAL OCCUPATION OWNED (2) OWNED (1) EXPIRE
----------------------------- --- ------------------------------------- ------------- ------------ -------

NOMINEES FOR ELECTION AS DIRECTORS FOR A THREE-YEAR TERM

Richard M. Brown, D.O. (2001) 72 President, Park Family Health Care 463,692 5.4% 2007
Practicing physician
Ronald E. Hall, Sr. (2001) 64 President and Chief Executive 79,834 * 2007
Officer of Bridgewater Interiors, LLC
Stephen D. Harris (2006) 35 Our Executive Vice President, Chief 124,850 1.5% 2007
Financial Officer and Treasurer

DIRECTORS CONTINUING IN OFFICE

William C. Brooks (1997) 74 Our Chairman of the Board of 270,764 3.2% 2008
Directors, President and Chief
Executive Officer

Darrel W. Francis (1998) 54 President of Precision Industrial 44,212 * 2009
Service
Tom A. Goss (2000) 61 Vice Chairman of our Board of 87,384 * 2009
Directors; Chairman of Goss LLC
Emmett S. Moten, Jr. (1988) 63 President of Moten Associates 84,905 * 2009
Eddie R. Munson (2006) 57 Retired Partner, KPMG LLP 27,239 * 2008

OTHER EXECUTIVE OFFICER

Stephanie Dowell (3) 44 Our Vice President; President and 15,750 *
Chief Executive Officer of UAHC
Health Plan of Tennessee, Inc.

All directors and executive officers as a group (9 persons) 1,198,130 13.9%

----------
* Less than 1%

(1) Based on 8,590,666 common shares outstanding as of September 14, 2007. For
purposes of the table above, and in accordance with the rules of the SEC,
we deem common shares that are subject to options that are currently
exercisable or exercisable within 60 days of September 14, 2007 to be
outstanding and beneficially owned by the person holding the options for
the purpose of computing that person's percentage ownership, but we do not
treat them as outstanding in computing any other person's percentage
ownership.

(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 14, 2007: Dr. Brown
and Mr. Hall, 69,084; Mr. Harris, 105,334; Mr. Brooks, 247,834; Mr.
Francis, 27,834; Mr. Goss, 42,834; Mr. Moten, 67,834; Mr. Munson, 25,000;
and Ms. Dowell, 15,750.

(3) Ms. Dowell has been our Vice President since July 1, 2006. She also is and
has been President and Chief Executive Officer of our subsidiary, UAHC
Health Plan of Tennessee, Inc., since April 15, 2005. Before that, she was
the subsidiary's Chief Operating Officer and Senior Vice President since
April 2002, and previously its Director of Provider Services since June
2001. Ms. Dowell served from 1996 to 2001 as Director of Legislative
Affairs & Public Policy for Methodist LeBonheur Healthcare, then the
largest multi-hospital and healthcare system in western Tennessee. Ms.
Dowell's spouse, Stanley Dowell, M.D., is a one-third owner of a
physicians' internal medicine practice that had a contract until November
1, 2005 with UAHC Health Plan of Tennessee, Inc. to provide primary care
services to certain of its members on a capitated basis, for a
government-regulated per member per month fee. Also including fees for
services to existing patients until they could be transferred after that
date, UAHC Health Plan of Tennessee, Inc. paid $21,230.71 to that practice
in fiscal 2007.

BIOGRAPHICAL INFORMATION

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

RICHARD M. BROWN, D.O. (SINCE 2001; PRESENT TERM ENDS 2007)

Richard M. Brown, D.O., founded Park Medical Centers in 1961. He is a
practicing physician and has been President of Park Family Health Care in
Detroit, Michigan since 1995. 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 past Board member of the Barbara Ann Karmanos Cancer Institute and the
University of Osteopathic Medicine and Health Services in Des Moines, Iowa.

RONALD E. HALL, SR. (SINCE 2001; PRESENT TERM ENDS 2007)

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 and overhead systems
to the automotive industry. He is also the President/CEO of Renaissance Capital
Alliance, an equipment leasing company and he is the Chairman/CEO of New Center
Stamping, an automotive service parts stamping facility. From 1992 to October
1998, Mr. Hall served as President of the Michigan Minority Business Development
Council, a privately funded, nonprofit, business development organization.

STEPHEN D. HARRIS (SINCE 2006; PRESENT TERM ENDS 2007)

Stephen D. Harris joined us as our Chief Financial Officer and
Treasurer on October 28, 2002. He additionally became our Executive Vice
President on July 1, 2006. He also is and has been Chief Financial Officer of
our subsidiary, UAHC Health Plan of Tennessee, Inc., since August 2005. 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 (then called Deloitte Consulting) since 1994.

WILLIAM C. BROOKS (SINCE 1997; PRESENT TERM ENDS 2008)

William C. Brooks has served the Company 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 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 served as a member of the U. S. Social Security Advisory Board
from February 1996 to January 1998. He is a retired member of the Boards of
Directors of Louisiana-Pacific Corporation (NYSE: LPX), DTE Energy (NYSE: DTE)
and Covansys Inc. (NASDAQ: CVCS).

DARREL W. FRANCIS (SINCE 1998; PRESENT TERM ENDS 2009)

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 2009)

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 also has been Chairman of Goss Steel & Processing LLC, a steel
processing center, since April 1, 2003. He currently also is Chairman of Bristol
Logistics LLC. He served as Director of Athletics for The University of Michigan
from September 1997 to April 2000.

EMMETT S. MOTEN, JR. (SINCE 1988; PRESENT TERM ENDS 2009)

Emmett S. Moten, Jr. has been the President of Moten Associates, a
real estate development firm, since October 1996. Mr. Moten also has been
Chairman and part owner of Twinpines Paper Corporation, a paper manufacturing
and conversion company in Canton, Michigan, since 2002. 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.

EDDIE R. MUNSON (SINCE 2006; PRESENT TERM ENDS 2008)

Eddie R. Munson is a retired Partner of KPMG LLP ("KPMG"), with whom
he had 34 years of auditing experience for private and public sector clients,
including in the automotive and financial services industries and governmental
units. He was KPMG's National Partner in Charge of University Relations & Campus
Recruiting from October 2003 until his retirement in September 2006. From
January 1993 to September 2003, Mr. Munson was the Managing Partner of the KPMG
Detroit office and also Partner in Charge of Assurance Services for KPMG's
Mid-America Business Unit with offices in six Midwest locations. He is a
certified public accountant. He served on the Board of Directors of KPMG from
July 1996 to September 2004, and currently serves on the Board of Trustees of
the Skillman Foundation.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During the fiscal year ended June 30, 2007, our Board of Directors
held four meetings. The Board of Directors has determined that each of Dr.
Richard M. Brown, Darrel W. Francis, Tom A Goss, Ronald E. Hall, Sr., Emmett S.
Moten, Jr. and Eddie R. Munson are independent, as independence is defined in
the listing standards of The Nasdaq Stock Market, Inc. Marketplace Rules, as
those standards have been modified or supplemented.

FINANCE AND AUDIT COMMITTEE

We have a standing Finance and Audit Committee. The current members of
our Finance and Audit Committee are Darrel W. Francis (Chairman), Dr. Richard M.
Brown, Ronald E. Hall, Sr. and

Eddie R. Munson. Each of the members of our Finance and Audit Committee is
independent as independence for audit committee members is defined in the
listing standards of The Nasdaq Stock Market, Inc. Marketplace Rules, as those
standards have been modified or supplemented, and Securities and Exchange
Commission ("SEC") rules and regulations. During fiscal 2007, our Finance and
Audit Committee held five 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 Finance and
Audit Committee's specific responsibilities are set forth in its Charter, a copy
of which is available to shareholders on our Web site, at http://www.uahc.com.

Our Board of Directors has determined that Eddie R. Munson is an audit
committee financial expert, as defined by the SEC, serving on the Finance and
Audit Committee. Mr. Munson is independent as independence for audit committee
members is defined in the listing standards of The Nasdaq Stock Market, Inc.
Marketplace Rules, as those standards have been modified or supplemented. Mr.
Munson's experience that qualifies him as our audit committee financial expert
includes that he is a certified public accountant with 34 years of auditing
experience at KPMG LLP ("KPMG") for private and public sector clients, including
in the automotive and financial services industries and governmental units. He
retired as a Partner of KPMG in September 2006. From January 1993 to September
2003, Mr. Munson was the Managing Partner of the KPMG Detroit office and also
Partner in Charge of Assurance Services for KPMG's Mid-America Business Unit
with offices in six Midwest locations. He has a B.S. degree in Accounting from
Jackson State University.

COMPENSATION COMMITTEE

We have a standing Compensation Committee. Our Board of Directors has
adopted a written charter for the Compensation Committee, a copy of which is
available to shareholders on our Web site, at http://www.uahc.com. The current
members of our Compensation Committee are Tom A. Goss (Chairman), Dr. Richard M.
Brown, Ronald E. Hall, Sr., and Emmett S. Moten, Jr. Each of the members of our
Compensation Committee is independent as independence is defined in the listing
standards of The Nasdaq Stock Market, Inc. Marketplace Rules, as those standards
have been modified or supplemented. During fiscal 2007, the Compensation
Committee held two 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 Amended and Restated 1998 Stock Option Plan.

EXECUTIVE COMMITTEE

We have a standing Executive Committee. The current members of our
Executive Committee are William C. Brooks (Chairman), Tom A. Goss, Stephen D.
Harris and Emmett S. Moten, Jr. During fiscal 2007, our Executive Committee did
not meet. 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.

GOVERNANCE COMMITTEE

We have a standing Governance Committee, which serves as the
nominating committee of our Board of Directors. Our Board of Directors has
adopted a written charter for the Governance Committee, a copy of which is
available to shareholders on our Web site, at http://www.uahc.com. The current
members of our Governance Committee are Emmett S. Moten, Jr. (Chairman), Darrel
W. Francis, Tom A. Goss and Eddie R. Munson. Each of the members of our
Governance Committee is independent as independence is defined in the listing
standards of The Nasdaq Stock Market, Inc. Marketplace Rules, as those standards
have been modified or supplemented. During fiscal 2007, our Governance Committee
held three meetings. The duties of our Governance Committee are to present to
our Board of Directors, whenever vacancies occur, the Board size is increased 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.

The Governance Committee's policy is to consider any director
candidates recommended by shareholders. Such recommendations must be made
pursuant to timely notice in writing to our Secretary, at United American
Healthcare Corporation, 300 River Place, Suite 4950, Detroit, Michigan
48207-5062. To be timely, the notice must be received at our office at least 120
days before the anniversary of the mailing of our proxy statement relating to
the previous annual meeting of shareholders. The notice must set forth:

(A) with respect to the recommended director candidate,

- the candidate's name, age, business address and residence
address,

- the candidate's principal occupation or employment,

- the number of our common shares beneficially owned by the
candidate,

- information with respect to the candidate's independence, as
defined under Nasdaq's listing standards for independent
directors in general and with respect to audit committee
members,

- information with respect to other boards on which the
candidate serves,

- information with respect to direct or indirect transactions,
relationships, arrangements and understandings between the
candidate and us and between the candidate and the
shareholder giving the notice, and

- any other information relating to the candidate that we
would be required to disclose in our proxy statement if we
were to solicit proxies for the election of the candidate as
one of our directors or that is otherwise required under SEC
rules, including the candidate's written consent to being
named in the proxy statement as a nominee and to serving as
a director if elected; and

(B) with respect to the shareholder giving the notice,

- the shareholder's name and address as they appear on our
stock transfer records, and

- the number of our common shares beneficially owned by the
shareholder (and the period they have been held).

The Governance Committee has not established specific, minimum
qualifications for recommended nominees or specific qualities or skills for one
or more of our directors to possess. The Governance Committee uses a subjective
process for identifying and evaluating nominees for

director, based on the information available to, and the subjective judgments
of, the members of the Governance Committee and our then current needs, although
the committee does not believe there would be any difference in the manner in
which it evaluates nominees based on whether the nominee is recommended by a
shareholder.

All of our directors except Ronald E. Hall, Sr. attended at least 75%
of the combined number of meetings held during fiscal 2007 by the Board and each
Committee of which he was then a member. Mr. Hall's absences were due to
illness, from which he has since recovered.

CODE OF BUSINESS CONDUCT AND ETHICS

We adopted a Code of Business Conduct and Ethics on May 8, 2003 that
applies to all of our employees, officers and directors, including our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. Our Code of Business
Conduct and Ethics contains written standards that we believe are reasonably
designed to deter wrongdoing and to promote:

- honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;

- full, fair, accurate, timely and understandable disclosure in
reports and documents that we file with, or submit to, the SEC
and in other public communications we make;

- compliance with applicable governmental laws, rules and
regulations;

- prompt internal reporting of violations of the Code of Business
Conduct and Ethics to an appropriate person or persons named in
it; and

- Accountability for adherence to the Code of Business Conduct and
Ethics.

The Code of Business Conduct and Ethics is posted it on our Web site
at http://www.uahc.com. We will provide to any person without charge, upon
request, a copy of our Code of Business Conduct and Ethics. Requests for a copy
of our Code of Business Conduct and Ethics should be made to our Secretary at
United American Healthcare Corporation, 300 River Place, Suite 4950, Detroit,
Michigan 48207-5062. We intend to satisfy the disclosure requirement under Item
5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our
Code of Business Conduct and Ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or controller
or persons performing similar functions and that relates to any element of the
code of ethics definition enumerated in SEC Regulation S-K, Item 406(b), by
posting such information on our Web site at http://www.uahc.com within four
business days following the date of the amendment or waiver.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

Our Board of Directors has a process for shareholders to send
communications to the Board of Directors, its Governance Committee or its
Finance and Audit Committee, including complaints regarding accounting, internal
accounting controls or auditing matters. Communications can be sent to the Board
of Directors, its Governance Committee or its Finance and Audit Committee or
specific directors by regular mail to the attention of the Board of Directors,
its Governance Committee or its Finance and Audit Committee or specific
directors, at our principal executive offices at United American Healthcare
Corporation, 300 River Place, Suite 4950, Detroit, Michigan 48207-5062. All of
these communications will be reviewed by our Secretary or his designee (1) to
filter out communications that our Secretary or his designee deems not
appropriate for our directors, such as

spam and communications offering to buy or sell products or services, and (2) to
sort and relay the remainder (unedited) to the appropriate directors.

We encourage all of our directors to attend the annual meeting of
shareholders, if possible. All six of our then current directors attended the
2006 annual meeting of shareholders. Both new directors who were elected at that
meeting also attended the 2006 annual meeting of shareholders.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended June 30, 2007, Dr. Richard M. Brown, Tom
A. Goss (Chairman), Ronald E. Hall, Sr. and Emmett S. Moten, Jr. served as the
members of our Compensation Committee. None of the members of our Compensation
Committee was, during the fiscal year ended June 30, 2007, one of our executive
officers or employees, or one of our former executive officers. None of the
Compensation Committee members had any relationship with us requiring disclosure
by us pursuant to SEC rules regarding disclosure of related-party transactions.

OVERVIEW OF EXECUTIVE COMPENSATION PROGRAM

Compensation Philosophy. Our compensation program is designed
generally to align executives' actions with our business objectives, the goal of
which is to improve financial and operating results and increase shareholder
value while fairly and appropriately compensating our executives. Accordingly,
it is the Compensation Committee's philosophy to make a substantial portion of
each executive officer's compensation, both short- and long-term, contingent
upon the Company's performance. Our compensation philosophy for an executive
officer also emphasizes flexibility in fully assessing the executive's
individual performance for the prior year, his or her projected role and
responsibilities for the coming year, and his or her actual and potential impact
on the successful execution of Company strategy. The Compensation Committee may
also consider, among other factors, recommendations from our Chief Executive
Officer and any compensation consultants the Compensation Committee may engage,
an officer's prior compensation, experience and professional status,
negotiations relating to an executive's initial hiring, total cash compensation,
current equity holdings and the difficulty and costs associated with replacing
executive talent. In summary, the Compensation Committee strives to align
executive and shareholder interests by making Company-wide and individual
compensation decisions that reward performance and appropriately reflect the
unique contributions of each executive.

Compensation Objectives. The most significant components of our
compensation program will be equity- and performance-based in order to align
executive and shareholder interests. We must also, however, compensate
executives on a competitive basis in order to attract and retain them. Each
element of our executive compensation program is designed to simultaneously
fulfill one or more of these retention, performance and alignment compensation
objectives.

Base salary is designed to be reasonable and competitive within an
appropriate peer group. The cash-based performance awards are structured to
deliver value to our executives for achieving or exceeding annual financial
targets that the Company believes drive shareholder value and stock price
appreciation in particular. Equity awards are designed to deliver value to our
executives with long-term stock price appreciation.

COMPONENTS OF COMPENSATION PROGRAM

The Company's compensation program consists of four elements:

- Base salary;

- Annual, primarily cash-based, performance bonuses;

- Equity awards, typically stock options, subject to vesting over
several years; and

- Retirement benefits.

Each of these components and how they are applied to each named executive
officer are discussed in more detail below.

- Salaries: Base salaries are based on the particular experience,
skills, knowledge and responsibilities of each executive officer. In
determining the salary for each of the Company's executive officers in
fiscal 2006, the Compensation Committee considered such factors as
existing contractual commitments, compensation opportunities perceived
to be necessary to attract and retain executive officers, individual
performance and the importance of each executive's contribution to the
Company's current and future success. The process of establishing base
salaries is a subjective process that utilizes no specific weighting
or formula of the foregoing factors in determining executives'
salaries, although market data and benchmarking analyses to assess our
market competitiveness are reviewed on an annual basis. Base salaries
are the "fixed" component of our executives' compensation awards.

- Annual potential bonuses: The Compensation Committee considers
potential bonus compensation to be a motivational method of
encouraging and rewarding outstanding individual performance as well
as the overall performance of the Company. Potential bonus payments
are based primarily on: (i) the Company's overall performance; (ii)
the performance of the individual executive; and (iii) the Chief
Executive Officer's recommendation or, in the case of the Chief
Executive Officer, a compensation consultant's recommendation. The
Committee believes that the bonus-to-salary ratios are sufficiently
high to provide meaningful incentives to accomplish the objective of
incentivizing and appropriately rewarding the executives for
exceptional performance. As with salary, although market data and
benchmarking analyses are periodically reviewed, potential bonuses are
not based solely upon formulas or other specific criteria and the
Committee maintains discretion to adjust the amount of annual
incentive compensation paid to the named executive officers. Annual
bonuses are a "variable" component of our executives' compensation and
can fluctuate greatly from year to year.

- Equity awards: The Committee believes that equity awards to our
executive officers are a highly motivational method of encouraging and
rewarding individual performance while at the same time aligning such
executive's interests with those of our shareholders. The Company uses
equity awards both as a component of the compensation for the prior
year's performance and as a periodic incentive and retention tool.
When making equity awards, our practice is to determine the dollar
amount of equity compensation that we want to provide and then grant a
number of shares of restricted stock or a number of stock options
that, in the case of restricted stock, have an intrinsic value, or in
the case of options have a fair value, equal to that amount on the
date of grant.

Retirement Benefits: The Company adopted our Supplemental Executive
Retirement Plan ("SERP") for the benefit of a select group of our
management and highly compensated employees. The SERP is intended to
provide retirement income for selected employees. Our Compensation
Committee determines the employees designated to participate in the
SERP. The Compensation Committee also determines the annual credit
amounts for each fiscal year subsequent to a designated employee's
initial year of participation in the SERP. An eligible executive's
vested interests in the SERP account becomes non-forfeitable on or
after the executive completes his or her service requirement or
becomes disabled or after the transfer of a controlling interest in
the Company. The service requirement that an eligible executive must
meet in order to satisfy the vesting contingency ranges from 3 to 13
years. Since the adoption of the SERP, the Compensation Committee has
not made any SERP awards.

Process and Administration. The Compensation Committee reviews on an
annual basis the Company's compensation policies to ensure that our named
executive officers are rewarded appropriately for their contributions to the
Company and that the overall compensation strategy supports the objectives of
our organization, as well as shareholder interests. The Compensation Committee
conducts this annual review as early as practicable each year. The Compensation
Committee may also utilize the services of a compensation consultant when it
deems appropriate. Input from senior managers may also be requested to assist
the compensation consultants in understanding our business objectives and
challenges, as well as customizing the peer compensation analysis to confirm our
compensation benchmarks. In addition, the views and recommendations of the Chief
Executive Officer are solicited by the Compensation Committee with respect to
named executive officer compensation (other than with respect to the Chief
Executive Officer) generally as part of the annual review process. These
recommendations are considered by the Compensation Committee as an additional,
but not determinative, factor in the final compensation decisions. The
Compensation Committee intends to make all final decisions regarding executive
compensation in meetings without the interested named executive officer present.
Moreover, the Compensation Committee retains exclusive authority over the hiring
of its compensation consultants and executive officer compensation decisions,
and the Compensation Committee does not delegate the authority to make equity
awards to any executive or other officer or employee.

FISCAL 2006 NAMED EXECUTIVE OFFICER COMPENSATION

Base salaries for our named executive officers were generally
established by the terms of employment agreements (not necessarily signed
written agreements) between the Company and the executives. In determining to
pay a discretionary bonus to our named executive officers for fiscal 2006, the
Compensation Committee considered revenue, EBITDA and other factors, as well as
presentations and recommendations of our Chief Executive Officer with respect to
personal and strategic contributions and achievements of individual named
executive officers and the Company.

FISCAL 2007 NAMED EXECUTIVE OFFICER COMPENSATION

Base salaries for our named executive officers were generally
established by the terms of employment agreements (not necessarily signed
written agreements) between the Company and the executives. In determining to
pay a discretionary bonus to our named executive officers for fiscal 2007, the
Compensation Committee considered revenue, EBITDA and other factors as well as
presentations and recommendations of our Chief Executive Officer with respect to
personal and strategic contributions and achievements of individual named
executive officers and the Company.

STOCK OPTION PLANS; EMPLOYEE STOCK PURCHASE PLAN

We have an Amended and Restated 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 1,500,000, and no participant can receive stock options for
more than 300,000 shares over the term of the plan.

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 Compensation 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. Employee contributions for the fiscal 2007 were $2,428. 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.

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 can contribute to the retirement plan on a tax-deferred basis up to
20% of their total salary. Under the retirement plan, we make matching
contributions on each employee's behalf, up to a maximum of 2% of each
employee's total salary. As of June 30, 2007, 50

employees had elected to participate in the retirement plan. For the fiscal year
ended June 30, 2007, we contributed approximately $52,711 to the retirement
plan. See the "Summary Compensation Table" above for additional information.

CHANGE IN CONTROL; TERMINATION BENEFITS

We believe that reasonable and appropriate severance and change in
control benefits are necessary in order to be competitive in our executive
recruiting and retention efforts. These benefits are also the product of a
generally competitive recruiting environment within our industry and as a result
of our location in Detroit, Michigan and Memphis, Tennessee, which is home to
numerous public and private healthcare companies. We also believe that a change
in control arrangement will provide an executive security that will likely
reduce the reluctance of an executive to pursue a change in control transaction
that could be in the best interests of our shareholders and should discourage
defections if faced with a hostile takeover attempt. Although we have not
conducted a formal study, we believe severance and change in control
arrangements are common benefits offered by employers competing for similar
senior executive talent. Although the Compensation Committee receives this
information as part of its review of annual tallies of total executive
compensation (including contingent compensation), we do not typically consider
the value of potential severance and change in control payments when assessing
annual compensation, as these payouts are contingent and have a primary purpose
unrelated to ordinary compensation matters and objectives. The Compensation
Committee generally evaluates these potential payouts in light of their
reasonableness during negotiations with a new hire and periodically in light of
competitive market conditions.

PERQUISITES AND OTHER BENEFITS

The Company does not generally provide material perquisites that are
not, in the Compensation Committee's view, integrally and directly related to
the executive's duties. Nor does the Company otherwise maintain retirement, "top
hat" or deferred compensation programs for executives other than participation
in the Company's 401(k) plan as described above. Although we have no formal
relocation policy for new hires, we will on occasion agree to reimbursement of
certain relocation costs as part of a negotiation for an executive based on the
particular facts and circumstances of the negotiation. Senior management also
participates in our other broad-based benefit programs available to our salaried
employees, including health, dental and life insurance programs. The Company
also has a self-funded short-term disability policy for its employees. Except as
otherwise discussed herein, other welfare and employee-benefit programs are
generally the same for all eligible Company employees, including our executive
officers, with some variation as required by local laws with respect to
employees of our subsidiaries.

STOCK OWNERSHIP GUIDELINES

The Compensation Committee believes that it should be the
responsibility of officers of the Company to take actions designed to achieve
long-term shareholder value. In furtherance of this goal and the Board's
objective of adopting relevant and sound corporate governance policies, the
Company expects each senior officer to demonstrate a long-term commitment to the
Company and to the Company's shareholders by acquiring and holding a meaningful
investment in the Company's common stock. The Compensation Committee has not,
however, established any specific ownership guidelines for the Company's
executive officers (currently 3 persons).

ACCOUNTING AND TAX MATTERS

The Company has adopted Statement of Financial Accounting Standards
("SFAS") No. 123(R), "Share-Based Payment," which is a revision of SFAS No. 123,
"Accounting for Stock Based Compensation," and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees," which was issued in December 2004.
The revisions are intended to provide investors and other users of financial
statements with more complete and neutral financial information by requiring
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost is measured based on the fair
value of the equity or liability instruments issued. The Company recorded stock
option expense of $0.3 million for each of fiscal 2007 and 2006.

CONCLUSION

The Compensation Committee's compensation philosophy for an executive
officer is intended align the executive's interests with those of our
shareholders, while providing the Committee the flexibility to individualize
compensation to reflect the unique contributions and circumstances of each of
our executive officers. The primary goals of our executive compensation program
are to be competitive within our self-constructed peer group and to utilize
various components of compensation intended to promote our compensation
objectives. We believe our executive compensation programs and policies
effectively promote our compensation and corporate objectives and, most
importantly, the long-term value and health of the Company.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the above
Compensation Discussion and Analysis with our management. Based on such review
and discussion, our Compensation Committee has recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this
proxy statement and incorporated by reference into our Annual Report on Form
10-K for the fiscal year ended June 30, 2006.

Submitted by the Compensation Committee
Tom A. Goss, Chairman
Richard M. Brown, D.O.
Ronald E. Hall, Sr.
Emmett S. Moten, Jr.

SUMMARY COMPENSATION TABLE

The following table sets forth information for the fiscal year ended
June 30, 2007 concerning the compensation of all individuals serving as our
principal executive officer and our principal financial officer during the
fiscal year ended June 30, 2007 and our only other executive officer in fiscal
2007 who was serving as executive officer as of June 30, 2007 and whose total
compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE

NON-EQUITY
INCENTIVE
PLAN ALL OTHER
STOCK OPTION COMPEN- COMPEN-
SALARY BONUS AWARDS AWARDS SATION SATION TOTAL
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) ($)(4) ($)(3) ($)(5) ($)
--------------------------- ---- ------- ------- ------ ------- ---------- --------- -------

William C. Brooks, our President
and Chief Executive Officer 2007 320,000 112,500 -- -- -- -- 432,500
Stephen D. Harris, our Executive
Vice President, Chief Financial
Officer and Treasurer 2007 175,000 67,500 -- 152,784 -- 4,400 399,684
Stephanie Dowell, our Vice
President, and Chief Executive
Officer of our subsidiary, UAHC
Health Plan of Tennessee, Inc. 2007 175,000 60,000 -- 53,177 -- 4,400 292,577

----------
(1) As described under "Compensation Discussion and Analysis" below, Mr. Harris
and Ms. Dowell each received a $25,000 increase in salary effective July 1,
2007, and Mr. Brooks' salary increased from $310,000 to $320,000 effective
July 1, 2007. See "Compensation Discussion and Analysis" for an explanation
of our compensation program.

(2) Bonus amounts were based on company performance and program enrollment
targets. See "Compensation Discussion and Analysis" for an explanation of
our compensation program.

(3) 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).

(4) The amounts shown in this column represent the dollar amounts recognized
for financial statement reporting purposes for the fiscal year ended June
30, 2007 in accordance with SFAS 123(R) (calculated, per the SEC rules,
without consideration of the impact of estimated forfeitures related to
service-based vesting conditions. For a discussion of the assumptions made
in the valuation of the Stock Awards and Option Awards, see Note 11 of the
Notes to Financial Statements, included in our annual report to
shareholders for the fiscal year ended June 30, 2007, which accompanies
this proxy statement.

(5) All amounts in this column represent our annual contribution to the 401(k)
Savings Plan.

GRANTS OF PLAN-BASED AWARDS

The following table sets forth information concerning each grant of an
award made during the fiscal year ended June 30, 2007 to each of our executive
officers named in the Summary Compensation Table above.

GRANTS OF PLAN-BASED AWARDS - FISCAL YEAR ENDED JUNE 30, 2007

ALL OTHER ALL OTHER GRANT
STOCK OPTION CLOSING DATE FAIR
ESTIMATED FUTURE PAYOUTS AWARDS: AWARDS: EXERCISE MARKET VALUE
UNDER NON-EQUITY INCENTIVE NUMBER NUMBER OF OR BASE PRICE OF STOCK
PLAN AWARDS (1) OF SHARES SECURITIES PRICE ON THE AND
---------------------------- OF STOCK UNDERLYING OF OPTION DATE OF OPTION
GRANT THRESHOLD TARGET MAXIMUM OR UNITS OPTIONS AWARDS GRANT AWARDS
NAME DATE ($) ($) ($) (#) (#)(2) ($/SH) ($/SH) ($)(3)
---- --------- --------- ------ ------- --------- ---------- --------- ------- ---------

Stephen D. Harris... 11/3/2006 25,000 6.05 8.06 152,784
Stephanie Dowell.... 2/22/2007 13,000 4.68 6.24 53,177

----------
(1) See "Compensation Discussion and Analysis - Bonuses" for a description of
our bonus plans for executive officers and the "Summary Compensation Table"
under the "Bonus" and "Non-Equity Incentive Plan Compensation" columns for
the amounts actually paid under our bonus plans for fiscal 2007 to our
executive officers.

(2) The options listed in the table were non-qualified stock options granted to
Mr. Harris and Ms. Dowell in under our Amended and Restated 1998 Stock
Option Plan.

(3) The amounts shown in this column represent the dollar amounts recognized
for financial statement reporting purposes for the fiscal year ended June
30, 2007 in accordance with SFAS 123(R) (calculated, per the SEC rules,
without consideration of the impact of estimated forfeitures related to
service-based vesting conditions. For a discussion of the assumptions made
in the valuation of the Stock Awards and Option Awards, see Note 11 of the
Notes to Financial Statements, included in our annual report to
shareholders for the fiscal year ended June 30, 2007, which accompanies
this proxy statement.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

William C. Brooks. We employ William C. Brooks as our Chairman,
President and Chief Executive Officer, and we have had no employment agreement
with him during or since the end of fiscal 2007. His annual salary is currently
$320,000, and he is eligible to participate in a bonus program whereby the
target payment will be at least 35% percent of his salary. He is also entitled
to various fringe benefits, including insurance, vacation, other employee
benefit plans and business expense reimbursement as applicable to our other
similar employees.

Stephen D. Harris. We employ Stephen D. Harris as our Chief Financial
Officer pursuant to an employment agreement entered into October 21, 2002. He is
also our Executive Vice President and Treasurer. His employment as our Chief
Financial Officer shall continue for an indefinite term until terminated in
accordance with the provisions of his employment agreement. Mr. Harris' annual
salary is currently $175,000. The agreement provides that our Board of Directors
must establish a bonus plan in which Mr. Harris is eligible to participate for
each fiscal year during the term of the agreement, and that Mr. Harris is
eligible for a target bonus of at least 25% of his base salary for each fiscal
year based on achievement of certain goals and objectives. In addition, Mr.
Harris has the option under the agreement to purchase 25,000 shares of common
stock of the Company at an exercise price of $1.05 per share. This option is
exercisable in 5,000 share increments after the first year anniversary of the
grant date and on each anniversary thereafter.

Mr. Harris is entitled to various fringe benefits under his employment
agreement, including insurance, vacation, other employee benefit plans and
business expense reimbursement as applicable to our other similar employees.

Upon termination of employment by us without cause, by Mr. Harris for
good reason or because the agreement expires without our offering to renew it on
the same terms for at least one year, Mr. Harris is entitled to continuation of
salary in accordance with the Company's regular payroll practice for a period of
six months from the effective date of such termination. Mr. Harris has agreed
not to compete with us during the term of his employment and for one year
following termination of his employment, and not to solicit our employees during
the term of his employment and for one year following termination of his
employment. He has also agreed to treat all Company information as confidential.

Stephanie Dowell. We employ Stephanie Dowell as our Vice President and
as President and Chief Executive Officer of our subsidiary, UAHC Health Plan of
Tennessee, Inc., and we have had no employment agreement with her during or
since the end of fiscal 2007. Ms. Dowell's annual salary is currently $175,000,
and she was eligible for a target bonus of at least 25% of her base salary
during fiscal 2007.

Equity Award Terms. All options granted under our stock option plan
that are not already 100% exercisable immediately would become 100% exercisable
upon specified changes in control of our Company.

The following table describes and quantifies the estimated payments and benefits
that would be provided for Mr. Brooks, our Chairman, President and Chief
Executive Officer, upon involuntary termination of his employment without cause
or certain changes in control of our Company:

TERMINATION
---------------------------
CHANGE
IN
BENEFITS AND PAYMENTS (1) WITHOUT CAUSE CONTROL (2)
------------------------- ------------- -----------

Base Salary ............. $640,000 $960,000
Bonus ................... 112,000 --
-------- --------
Total ................ $752,000 $960,000
======== ========

----------
(1) For purposes of this analysis, we have assumed Mr. Brooks' termination on
June 30, 2007, when his base salary was $320,000 and, his target bonus was
35% of his base salary.

(2) Under our Supplemental Employee Retirement Plan, Mr. Brooks is entitled to
three times his base salary in the event of certain changes in control of
our Company. This payment would also include additional amounts to cover
any tax liabilities. All options granted under the stock plans would become
100% exercisable immediately.

(Balance of this page intentionally left blank)

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth information concerning unexercised
stock options and restricted stock awards that had not vested for each of our
executive officers named in the Summary Compensation Table above, outstanding as
of June 30, 2007:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END - JUNE 30, 2007

OPTION AWARDS STOCK AWARDS
---------------------------------------------------- -----------------------
MARKET
NUMBER OF NUMBER OF NUMBER OF VALUE OF
SECURITIES SECURITIES SHARES OR SHARES OR
UNDERLYING UNDERLYING UNITS OF UNITS OF
UNEXERCISED UNEXERCISED OPTION STOCK THAT STOCK THAT
OPTIONS OPTIONS EXERCISE OPTION HAVE NOT HAVE NOT
(#) (#) PRICE EXPIRATION VESTED VESTED
NAME EXERCISABLE UNEXERCISABLE ($) DATE (#) ($) (4)
---- ----------- ------------- --------- ---------- ---------- ----------

William C. Brooks.... 100,000 -- $1.15 11/22/2007 -- --
15,000 -- 2.09 11/30/2013 -- --
22,500 -- 2.09 12/4/2013 -- --
15,000 -- 4.27 4/29/2014 -- --
75,000 -- 4.27 4/29/2014 -- --
2,834 -- 4.73 12/2/2014 -- --
10,000(1) 5,000 2.10 11/5/2015 5,000 10,450
7,500(2) 12,500 2.95 4/24/2016 12,500 15,500

Stephen D. Harris.... 25,000 -- 1.05 10/23/2012 -- --
15,000 -- 2.09 11/30/2013 -- --
30,000 -- 4.27 4/29/2014 -- --
2,834 -- 4.73 12/2/2014 -- --
7,500(2) 12,500 2.95 4/24/2016 12,500 15,500
25,000 -- 6.05 11/3/2016 -- --

Stephanie Dowell..... 5,000 -- 2.09 12/4/2013 -- --
7,500(2) 12,500 2.95 4/24/2016 12,500 15,500
3,250(3) 9,750 4.68 2/22/2017 9,750 N/A

----------
(1) These options vest at the rate of 8.33% each quarter beginning 5/5/06.

(2) These options vest at the rate of 6.25% each quarter beginning 10/24/06.

(3) These options vest quarterly over two years

(4) Calculated based on the closing price of the Company common stock on June
29, 2007 (the last business day of the fiscal year) of $4.19 less the
option exercise price.

Option Exercises and Stock Vested Table

There was no exercise of stock options during the fiscal year ended
June 30, 2007 by any of our executive officers named in the Summary Compensation
Table above on an aggregated basis, and there was no vesting of restricted stock
during the fiscal year ended June 30, 2007 for any of our named executive
officers.

COMPENSATION OF DIRECTORS

The following table sets forth information concerning the compensation of our
directors for the fiscal year ended June 30, 2007:

DIRECTOR COMPENSATION - FISCAL YEAR ENDED JUNE 30, 2007

FEES
EARNED STOCK
OR PAID OPTION
IN CASH AWARDS TOTAL
NAME (1) ($)(2) ($)(3) ($)
-------- ------- ------- -------

Richard M. Brown, D.O.... $33,000 $18,000 $51,000
Ronald E. Hall, Sr....... 25,500 18,000 43,500
Darrel W. Francis ....... 36,000 18,000 54,000
Tom A. Goss (4)......... 60,123 18,000 78,123
Emmett S. Moten, Jr...... 32,000 18,000 50,000
Eddie R. Munson.......... 16,000 18,000 34,000

----------
(1) William C. Brooks and Stephen D. Harris are not included in the table
because they are also a named executive officer in the Summary Compensation
Table above. They receive no additional compensation for their respective
service as one of our directors.

(2) 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 an annual stipend, which is $6,000 for the
Finance and Audit Committee chairperson, $4,000 for the Compensation
Committee chairperson and $3,000 for the Governance Committee chairperson.
In addition, each non-employee director receives an annual stipend of
$36,000, payable in $18,000 of our common shares and $18,000 in cash, as
compensation for director services. Our directors are also entitled to
reimbursement for reasonable out-of-pocket expenses incurred in providing
services to us in their capacities as directors.

(3) The grant date for these awards was November 3, 2006.

(4) Mr. Goss serves as the nonexecutive Chairman of the Company's wholly-owned
subsidiary, UAHC Health Plan of Tennessee, Inc., and receives an additional
stipend of $25,000 to serve in that role.

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 agreement with our managed plan,
UAHC Health Plan of Tennessee, Inc. (the "Health Plan"), was negotiated between
related entities. However, such management agreements were reviewed, revised and
approved by each plan's Board. The Health Plan is an HMO, which is 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 2007, certain officers or directors of the Company were also
officers or members of the Board of Directors of the Health Plan (which is owned
by the Company through our 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
Health Plan 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 the Health Plan may have differing interests,
including matters relating to the management agreement.

POSITION WITH POSITION WITH
NAME OUR COMPANY THE HEALTH PLAN
---- ------------------------- ---------------------

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

Tom A. Goss.......... Vice Chairman of the Chairman of the Board
Board, Director

Stephen D. Harris.... Executive Vice President, CFO and Director
Chief Financial Officer
and Treasurer

Stephanie Dowell .... Vice President President and CEO

II. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITORS

UHY LLP has served as our independent auditors since November 22,
2004. A representative of UHY LLP is expected to be present at our 2007 annual
meeting to make a statement, if requested, and be available to respond to
questions with respect to the 2007 audit.

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

The Board of Directors recommends a vote FOR the proposal to ratify
the appointment of UHY LLP as independent auditors for the 2008 fiscal year.
Proxies solicited by the Board of Directors will be so voted unless shareholders
otherwise specify in their proxies.

AUDIT FEES

The following is a summary of fees billed by UHY LLP, for audit and
other professional services during the fiscal year ended June 30, 2007:

Audit fees, including services rendered in reviewing quarterly
financial information and auditing our annual consolidated
financial statements for fiscal year 2006......................... $188,900
Tax and other professional service fees.............................. $ 41,640

The Finance and Audit Committee, after a review and discussion with
UHY LLP, determined that the provision of these services was compatible with
maintaining their respective independence.

AUDIT COMMITTEE'S 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. In accordance with Section 10A(i) of the Exchange Act,
before UHY LLP is engaged by us to render audit or non-audit services, the
engagement is approved by our Finance and Audit Committee. None of the
audit-related, tax and other services described in the table above were approved
by the Finance and Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) of
Regulation S-X.

III. 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, 2007. This report shall not
be deemed to be "soliciting material" or to be "filed" with the SEC 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), Dr. Richard M. Brown, Ronald E.
Hall, Sr. The Committee operates pursuant to a written Charter, a copy of which
is available to shareholders on our Web site, at

http://www.uahc.com. 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.

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 independent auditors.

Management represented to the Committee that our audited consolidated
financial statements for the fiscal year ended June 30, 2007 (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 Sarbanes-Oxley Act of
2003 requires 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, 2007, for filing with the SEC. The Committee also recommended
that the Board select UHY LLP to serve as our independent auditors for fiscal
year 2008.

Finance and Audit Committee
Darrel W. Francis, Chairman
Dr. Richard M. Brown
Ronald E. Hall, Sr.
Eddie R. Munson

IV. OTHER INFORMATION

A copy of our Annual Report to Shareholders for the fiscal year ended
June 30, 2007 accompanies this proxy statement. A copy of our Annual Report on
Form 10-K for the fiscal year ended June 30, 2007 (as filed with the SEC,
including exhibits but excluding the exhibit index) also accompanies this proxy
statement. We will provide, without charge, to each person being solicited by
this proxy statement, upon the written request of any such person, a copy of the
exhibit index to our Annual Report on Form 10-K for the fiscal year ended June
30, 2007 (as filed with the SEC). All such requests should be directed to United
American Healthcare Corporation, 300 River Place, Suite 4950, Detroit, Michigan
48207-5062, Attention: Investor Relations Department.

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 SEC. 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 2007,
or written representations that no Forms 5 were required, we believe that during
the fiscal year ended June 30, 2007 all Section 16(a) filing requirements
applicable to our officers, directors and greater than 10% beneficial owners
were complied with, except for two late reports filed on the same date by
William C. Brooks each for one transaction, and one late report filed by each of
Tom A. Goss and Emmett S. Moten, Jr. each for one transaction.

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 $6,500 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, 2002 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.

(PERFORMANCE GRAPH)

2002 2003 2004 2005 2006 2007
------ ------ ------ ------ ------ ------

UTD AMER HEALTH 100.00 37.83 105.31 45.00 77.73 85.70
S&P 600 Index - Total Return 100.00 96.42 130.40 147.95 168.54 193.81
S&P 500 Index - Total Return 100.00 100.25 119.40 126.95 137.91 163.23
peer group Only 100.00 112.80 145.30 238.43 214.83 242.19
peer group + UTD AMER HEALTH 100.00 112.72 145.26 238.22 214.68 242.02

SHAREHOLDER PROPOSALS

Proposals of shareholders that are intended to be presented at our
2008 Annual Meeting of Shareholders must be received by our Secretary at our
offices, United American Healthcare Corporation, 300 River Place, Suite 4950,
Detroit, Michigan 48207-5062, no later than May 26, 2008 to be considered for
inclusion in the proxy statement and proxy relating to that meeting. Such
proposals should be sent by certified mail, return receipt requested.

We must receive notice of any proposals of shareholders that are
intended to be presented at our 2008 Annual Meeting of Shareholders, but that
are not intended to be considered for inclusion in our proxy statement and proxy
related to that meeting, no later than August 6, 2008 to be considered timely.
Such proposals should be sent by certified mail, return receipt requested and
addressed to United American Healthcare Corporation, 300 River Place, Suite
4950, Detroit, Michigan 48207-5062, Attention: Investor Relations Department. If
we do not have notice of the matter by that date, our form of proxy in
connection with that meeting may confer discretionary authority to vote on that
matter, and the persons named in our form of proxy will vote the shares
represented by such proxies in accordance with their best judgment.

OTHER BUSINESS

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 the 2007 Annual Meeting of Shareholders, and none of us has any present
knowledge that other matters will be presented for action at the annual meeting
by others. However, if other matters are properly presented to the meeting, the
persons named in the enclosed proxy intend to vote the shares represented by the
proxy in accordance with their best judgment.

By order of the Board of Directors

William C. Brooks
Chairman, President and Chief Executive
Officer

Detroit, Michigan
October 5, 2007

(UNITED AMERICAN HEALTHCARE CORPORATION LOGO)

Using a BLACK INK pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. [X]

ANNUAL MEETING PROXY CARD - UNITED AMERICAN HEALTHCARE CORPORATION

PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.

A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE LISTED NOMINEES
AND FOR PROPOSAL 2.

1. Election of Directors:

For Withhold For Withhold For Withhold
01 - Richard M. Brown, D.O.* [ ] [ ] 02 - Ronald E. Hall, Sr.* [ ] [ ] 03 - Stephen D. Harris* [ ] [ ]

* Each to be elected as Directors of the Corporation to serve for terms
expiring with the 2010 Shareholders Meeting.

For Against Abstain
2. To approve the appointment of UHY LLP [ ] [ ] [ ] 3. In their discretion, the Proxies are
as independent auditors for the fiscal authorized to vote on such other
year ending June 30, 2008. business as may properly come before
the meeting.

B NON-VOTING ITEMS

CHANGE OF ADDRESS -- Please print your new address below.

C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE
COUNTED. -- DATE AND SIGN BELOW

NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy.
All joint holders must sign. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please provide your FULL title.

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

____________________________________________ _________________________________________ _________________________________________

PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.

(UNITED AMERICAN HEALTHCARE CORPORATION LOGO)

PROXY -- UNITED AMERICAN HEALTHCARE CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 2, 2007

The undersigned appoints William C. Brooks and Tom A. Goss 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 2, 2007, 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.

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 and 2.

YOUR VOTE IS IMPORTANT!

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

(SEE REVERSE SIDE)