Exhibit 2.14
     Addendum to Joint Disclosure Statement and Plans of Reorganization Filed as
of June 14, 2002

                                       IN THE UNITED STATES BANKRUPTCY COURT
                                        FOR THE DISTRICT OF SOUTH CAROLINA

IN RE:                                               )    CHAPTER 11
                                                     )
UCI Medical Affiliates, Inc.,                        )    Case No. 01-11687-B
                                                     )
                                    Debtor. )
                                                     )
In re:                                               )        CHAPTER 11
)
UCI Medical Affiliates of South             )        Case No. 01-11685-B
Carolina, Inc.                                       )
                                                     )
                                    Debtor. )
                                                     )
In re:                                               )        CHAPTER 11
                                                     )
UCI Medical Affiliates of                   )         Case No. 01-11688-B
Georgia, Inc.                                        )
                                                     )
                                    Debtor. )
                                                     )
In re:                                               )        CHAPTER 11
                                                     )
Doctor's Care, P.A.                                  )     Case No. 01-11704-B
                                                     )
                                    Debtor. )
                                                     )
In re:                                               )        CHAPTER 11
                                                     )
Doctor's Care of Tennessee, P.C.            )        Case No. 01-11701-B
                                                     )
                                    Debtor. )
                                                     )
In re:                                               )        CHAPTER 11
                                                     )
Doctor's Care of Georgia, PC                )        Case No. 01-11697-B
                                                     )
                                    Debtor. )        JOINTLY ADMINISTERED
--------------------------------------------


     ADDENDUM TO JOINT DISCLOSURE STATEMENT AND PLANS OF REORGANIZATION FILED BY
THE ABOVE-DEBTORS ON MAY 3 AND MAY 6, 2002, RESPECTIVELY

                                                Filed June 14, 2002
The above-captioned Debtors hereby amend the Joint Disclosure Statement and each
of the six (6) separate Plans of Reorganization ("Plans") as follows:

     1. Page 26, CLASS 2 of the Joint  Disclosure  Statement and Page 7, CLASS 2
of the Plans are amended to read as follows:

         CLASS 2 Heller Healthcare Finance, Inc. ("Heller"). Secured, impaired.
This creditor has entered into various loan documents, which include security
agreements, with all six (6) Debtors. Heller holds a validly perfected lien on
virtually all of the assets of the Debtors, and is a fully secured creditor.
Heller has filed a secured proof of claim in the amount of $2,460,416.21. Debtor
began making monthly adequate protection payments of $48,000 to Heller in
December 2001, and will continue doing so on the 28th day of each month until
the Debtor begins making Plan payments. In no event will the Debtor make both an
adequate protection payment and a Plan payment in the same month.

Heller shall retain all existing liens against the assets of the Debtors.
Heller's allowed claim will be $2,460,416.21, plus post-petition interest at the
contract rate, plus Heller's reasonable attorneys' fees and out-of-pocket
expenses as provided in the original loan documents, less the adequate
protection payments made by the Debtors during this proceeding ("New Loan"). As
of May 1, 2002, the balance of the New Loan was $2,454,990.43, and will not
exceed that amount on the Effective Date of the Plan so long as Debtors continue
the monthly adequate protection payments and the Effective Date of the Plan is
not later than September 1, 2002.

The New Loan as determined as of the Effective Date of the Plan will be
amortized over 60 months, payable monthly at a floating rate of Wall Street
Journal prime rate of interest, plus 2%, with a fixed monthly payment of
$48,000. The New Loan will mature on the third anniversary of the Effective Date
of the confirmed Plan. The first payment will occur on the 28th day of the month
following confirmation of the Plan and will continue on the 28th day of each
month thereafter until the New Loan matures.

Debtors will execute amended and restated loan documents as of the Effective
Date implementing the terms herein and including the same loan covenants as
found in the original loan documents, modified (i) to reflect the change of the
Debtors' financial condition since the original documents were executed, and
(ii) the continuation during the term of the loan of the existing cash
collateral lockbox arrangement for the deposit and disbursement of collections
from Debtors' accounts receivable and operations.

     2. Page 29, CLASS 16 of the Joint  Disclosure  Statement and Page 12, CLASS
16 of the Plans are amended to read as follows:

                  CLASS 16 Unsecured Creditors With Claims Greater Than
$1,000.00. Unsecured, impaired. The aggregate amount owed to this class of
creditors is approximately $3,700,000.00. The allowed amount of the claims of
this class will be paid over 72 months, at 0% interest, for a monthly payment of
$51,388.89 to be distributed to the creditors of this class on a pro rata basis.
In the event the aggregate amount owed to this class is greater than
$3,700,000.00, the proposed monthly payment will remain the same, but the term
of repayment will increase. The first payment will be made on February 21, 2003,
and on the 21st of each month thereafter until the allowed amount owed to these
class members is paid in full.

     3. Page 3, paragraph 7 of the Plans is amended to read as follows:

     4. The Plan shall  mean this Plan of  Reorganization  of the  Debtor  under
Chapter 11, filed with the Court on May 3, 2002.  The Effective Date of the Plan
shall mean the eleventh  (11th) day after the Court's order  confirming the Plan
is  entered.  Should  such day  fall on a  Saturday,  Sunday,  or  holiday,  the
Effective Date shall be the first business day thereafter.

     5. Page 15, paragraph 13.b. is amended to read as follows:

     a. William McCutchen,  Jr., D.O. v. Doctor's Care of Georgia, P.C., and UCI
Medical Affiliates of Georgia, Inc., pending in Richland County, South Carolina,
with case no.  01-CP-40-2958.  The  plaintiff  has filed a proof of claim in the
amount of $75,018.00. Debtors will not object to this claim on the basis that it
was untimely filed.

RESPECTFULLY SUBMITTED on this the 17th day of June, 2002, at Columbia, South
Carolina.

                                                     ROBINSON, BARTON, MCCARTHY
                                                       & CALLOWAY, P.A.


                                            BY:     /s/ G. William McCarthy, Jr.
                                                   ----------------------------
                                                   G. William McCarthy, Jr.
                                                     District Court I.D. #2762
                                                     Nancy E. Johnson
                                                     District Court I.D. #6909
                                                     1715 Pickens Street
                                                     Post Office Box 12287
                                                 Columbia, South Carolina  29211
                                                     Tele:  (803) 256-6400

                                                     Attorneys for the Debtor