UCI MEDICAL AFFILIATES INC
STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>18
<FILENAME>exh10pt21.txt
<DESCRIPTION>STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT
<TEXT>
                     Exhibit 10.21

                 Stock Purchase Option and Restriction Agreement


     THIS STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT (the "Option") is made
as of this 1st day of September,  1998, by and among D. Michael Stout, M.D. (the
"Shareholder"),  UCI Medical  Affiliates  of  Georgia,  Inc.,  a South  Carolina
corporation  ("UCI of GA"),  and  Doctor's  Care of  Georgia,  P.C.,  a  Georgia
professional corporation (the "Company").

         WHEREAS, simultaneously with the execution and delivery of this Option,
Beverly Yvonne Simons, M.D. ("Simons") sold to the Shareholder the sole
authorized, issued and outstanding share (the "Share") of the common stock of
the Company, pursuant to the direction of UCI of GA under that certain Stock
Purchase Option and Restriction Agreement by and among the Company, UCI of GA,
and Simons, dated March 9, 1998;

         WHEREAS, in connection with the above-described sale of stock, UCI of
GA requires that the Shareholder grant this Option pursuant to which UCI of GA
may require that the Shareholder offer to sell any and all shares of the common
stock of the Company owned by Shareholder, including but not limited to the
Share, to a person or persons selected by UCI of GA in accordance with the terms
and conditions set forth herein; and

         WHEREAS, the Shareholder is the sole shareholder of the Company, and
the Share represents all the issued and outstanding capital stock of the
Company.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Shareholder hereby irrevocably grants
unto UCI of GA and its successors and assigns (the "Option holder") an option to
the person or persons selected by the Option holder (the "Purchaser") to
purchase any and all shares of the common stock of the Company now or hereafter
owned by Shareholder, including but not limited to the Share, at the price and
upon the terms and conditions described herein, exercisable upon presentation of
this Option and payment of the purchase price as follows:

1.            Option Share: Shareholder represents and warrants that: (a) as of
              the date hereof, the Share constitutes the sole share of stock or
              other securities held directly or indirectly by Shareholder in the
              Company; and (b) Shareholder owns, and shall deliver at the
              closing (as described below), the Share free and clear of all of
              pledges, options, security interests, liens, claims, or other
              encumbrances whatsoever and has full right, power, and authority
              to option and transfer the Share as described herein.

2.            Exercise Price: Exercise of this Option requires the payment of
              One Hundred and No/100 ($100.00) Dollars in cash or personal check
              by the Purchaser to the Shareholder (the "Exercise Price").

3.            Option Period: This Option shall expire, and the Shareholder's
              restrictions hereunder shall terminate, upon the earlier of (i)
              three years after the effective date of the dissolution of the
              Company, unless the Company is earlier reinstated pursuant to the
              Georgia Business Corporation Code, as amended, in which event this
              Option shall not terminate; or (ii) the consummation of the
              exercise of this Option as set forth herein; or (iii) the written
              consent of UCI of GA.

     4. Option Exercise: The Option holder may exercise this Option by providing
written notice (an "Exercise  Notice")  indicating the name of the Purchaser(s),
to  the  Shareholder  at the  Shareholder's  notice  address  set  forth  below,
whereupon  closing of the purchase of the Share shall take place at the date set
forth in the Exercise Notice (but not sooner than one (1) day nor later than ten
(10) days after the date the Exercise  Notice is delivered to the  Shareholder),
or at such other date as the Purchaser and the Shareholder shall agree.  Closing
shall  take  place  at the  principal  office  of UCI of GA in  Columbia,  South
Carolina,  or at such other place as the Option holder and the Shareholder shall
agree.  The purchase of the Share pursuant to this Option shall be effective for
all purposes at the time the Purchaser tenders payment to the Shareholder of the
Exercise Price.

     5. Transfer Upon Exercise: Upon delivery to the Shareholder of the Exercise
Notice  by  the  Option  holder,  the  Shareholder  (or  in  the  event  of  the
Shareholder's  death, the personal  representative of Shareholder)  shall timely
deliver or cause to be delivered  to the  Purchaser on the date and at the place
of closing set forth in the Exercise  Notice such stock  certificates  and stock
powers, duly endorsed for transfer, as are necessary to complete the transfer of
the Share to Purchaser. Upon delivery to the Purchaser of such instruments,  the
Purchaser shall immediately pay the Exercise Price to the Shareholder.

     6. Restrictions on Shares: So long as this Option remains outstanding,  (a)
the  Shareholder  shall retain full title to, and reserve for the benefit of the
Option holder, the Share; (b) certificates  representing the Share shall bear an
appropriate  legend reflecting the Option holder's rights under this Option; and
(c) the Shareholder  shall not transfer the Share except pursuant to this Option
without the Option  holder's prior written consent which may be withheld for any
or no reason. Any transfer in violation of this Section shall be null, void, and
without  effect.   The  Shareholder   -------  hereby   acknowledges   that  the
restrictions  set forth in this  Section are  necessary  to maintain the -------
number and identity of the  shareholders  of the Company and are not  manifestly
unreasonable.  Each certificate evidencing shares of stock of the Company now or
hereafter  held  by the  Shareholder  shall  bear  a  conspicuous  statement  in
substantially the following form:

         THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THAT CERTAIN
         STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT (THE "OPTION"), A COPY
         OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY PURPORTED
         TRANSFER OR DISPOSITION OF SUCH SHARES IN VIOLATION OF THE OPTION SHALL
         BE COMPLETELY NULL AND VOID.

7.   Voting and Other Shareholder Rights: Option holder shall have none of the
     voting or other rights of a shareholder with respect to the Share which are
     the subject of this Option granted hereby until such Share has been fully
     paid for upon valid exercise of this Option.

     8. Anti-Dilution  Features:  In the event that the Company proposes,  while
this  Option  remains  outstanding,   (a)  to  make  a  stock  dividend,   stock
distribution,  stock split, reverse stock split, stock reclassification,  or (b)
to undergo a recapitalization, merger, consolidation, share exchange, or sale of
all or substantially all assets in return for securities of another company, the
Exercise  Price  and/or the number of shares  subject  to this  Option  shall be
adjusted  equitably so that the Option  holder shall be entitled to require that
the Shareholder  transfer to the Purchaser  appointed by the Option holder for a
proportionate  aggregate  price an equity and  economic  position in the Company
consistent with the equity and economic  position in the Company available under
this Option at the date hereof. Notwithstanding anything contained herein to the
contrary,  in the event for any reason the  Shareholder is the owner of multiple
shares of the  capital  stock of the  Company,  the term  "Share" as used herein
shall be deemed to include any and all such  shares of the capital  stock of the
Company owned by Shareholder from time to time.

9.   Resignation: The Shareholder shall be deemed to have resigned as an officer
     and director of the Company at the time the Purchaser tenders payment to
     the Shareholder of the Exercise Price as set forth in Section 4.

10.  License to Practice Medicine: The Shareholder hereby represents and
     warrants that as of the date hereof Shareholder is licensed to practice
     medicine in the State of Georgia.

11.  Notice of Certain Events: So long as this Option has not expired or been
     terminated pursuant to Section 3 hereof, (i) if the Company shall desire to
     amend its bylaws or its Articles of Incorporation; or (ii) if any capital
     reorganization of the Company, reclassification of the capital stock of the
     Company, consolidation or merger of the Company with or into another
     corporation, sale lease, or transfer of all or substantially all of the
     property and assets of the Company shall desire to be effected; or (iii) if
     the Company shall desire to pay any dividend, in shares of stock or cash or
     otherwise, or make any distribution upon the shares of its capital stock,
     then in any such case, the Company shall cause to be delivered to the
     Option holder, at least thirty (30) days prior to the record date fixed for
     the purpose of determining shareholders entitled to vote on such action, or
     to receive such dividend, distribution, or offer, or to receive shares or
     other assets deliverable upon such reorganization, reclassification,
     consolidation, merger, sale, lease, transfer, dissolution, liquidation, or
     winding up, as the case may be, a notice containing a brief description of
     the proposed action and stating such record date.

12.  Specific Performance: Each party hereto acknowledges and agrees that the
     other parties hereto would be damaged irreparably in the event any of the
     provisions of this Option are not performed in accordance with their
     specific terms or otherwise breached. Accordingly, each party agrees that
     the other parties hereto shall be entitled to an injunction or injunctions
     to prevent breaches of the provisions of this Option and to specifically
     enforce this Option and the terms and provisions hereof in any action
     instituted in any court of the United States of any state thereof having
     jurisdiction over the parties and the matter, in addition to any other
     remedy to which it may be entitled, at law or in equity.

13.  Miscellaneous: The Option holder shall be entitled to assign this Option to
     any person or other entity, including but not limited to any corporation
     controlled by or under common control with the Option holder, or in
     connection with the acquisition of, or the sale of substantially all of,
     the assets of the Option holder. This option may not be assigned by
     Shareholder without the prior written consent of the Option holder. This
     Option shall inure to the benefit of the Option holder and its successors
     and assigns and shall be binding upon the Shareholder and his heirs and
     permitted assigns. This Option may be modified or amended, and rights and
     obligations hereunder may be waived, only in writing, signed by the Option
     holder and the Shareholder. This Option shall be governed by and construed
     in accordance with the laws of the State of South Carolina. The parties
     consent to jurisdiction and venue for any dispute arising hereunder in the
     courts for Richland County, South Carolina. All terms and provisions of
     this Option shall be severable from all other terms and provisions of this
     Option. Notices required or permitted hereunder must be in writing and
     shall be deemed given when placed in the U.S. certified mail, return
     receipt requested, with postage prepaid, addressed to the recipient at the
     notice address set forth below, or when personally delivered to the
     recipient.


         IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase Option and Restriction Agreement under seal to be legally binding and
effective this 1st day of September, 1998.
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<S>                                <C>                  <C>

Notice Addresses:                   SHAREHOLDER:
----------------                    -----------

1901 Main Street
Mail Code 1105                                            /s/ D. MICHAEL STOUT, M.D.
-------------------------                                ------------------------------------------
Columbia, SC 29201                                       D. Michael Stout, M.D.
---------------------



                                                         UCI OF GA:
                                                         ---------

                                                         UCI MEDICAL AFFILIATES OF GEORGIA,
                                                         INC.
1901 Main Street, Suite 1200
Mail Code 1105
Columbia, South Carolina 29201                           By: /s/ M. F. MCFARLAND, III, M.D.
                                                            ----------------------------------
Attn: Jerry F. Wells, Jr.                                M. F. McFarland, III, M.D.
                                                         Its:  President and Chief Executive Officer

                                                         COMPANY:

                                                         DOCTOR'S CARE OF GEORGIA, P.C.
1901 Main Street, Suite 1200
Mail Code 1105
Columbia, South Carolina 29201                           By: /s/ JERRY F. WELLS, JR.
                                                            --------------------------------------
Attn: Jerry F. Wells, Jr.                                Jerry F. Wells, Jr.
                                                         Its:  Secretary and Treasurer
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