Edgar Filing: UNITED AMERICAN HEALTHCARE CORP

DEFINITIVE PROXY STATEMENT

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

ON NOVEMBER 27, 2001

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [X]

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
[ ] Soliciting Material Under Rule 14a-12

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

DARREL W. FRANCIS AND RICHARD M. BROWN, D.O.
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(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)(1) and 0-11

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

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2) Aggregate number of securities to which transaction applies;

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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):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provide 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:

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2) Form, Schedule of Registration Statement No.:

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November 27, 2001

Dear Fellow Shareholder:

The Annual Meeting of Shareholders of United American Healthcare
Corporation will be held on Friday, November 30, 2001 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 four Directors

(2) to vote on the ratification of the appointment of KPMG LLP as the
Company's independent auditors for the 2002 fiscal year; and

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

We are two shareholders who have filed our Proxy Statement in response to
the Company President's invitation in the Company's Proxy Statement filed as of
October 29, 2001, to the shareholders of the Company to nominate qualified
candidates as directors of United American Healthcare Corporation.

In order to ensure that your views are heard by the United American
Healthcare Corporation Directors and that your vote is represented at the 2001
Annual Meeting, we urge you to sign and date the enclosed BLUE Proxy Card and
return it to Georgeson Shareholder in the enclosed envelope. This will not
prevent you from voting your shares in person at the meeting before voting
closes, if you wish to do so.

We further urge you to vote "FOR" the election of our nominees. We look
forward to seeing you on November 30, 2001.

If you have any questions or need assistance in voting your shares, please
call Georgenson Shareholder toll free at 1-866-884-5921.

Very Truly Yours,

/s/ Darrel W. Francis
Darrel W. Francis

/s/ Richard M. Brown
Richard M. Brown

DEFINITIVE PROXY MATERIALS DATED NOVEMBER 27, 2001

PROXY STATEMENT

OF DARREL W. FRANCIS AND RICHARD M. BROWN, D.O.
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2001 ANNUAL MEETING OF THE STOCKHOLDERS OF
UNITED AMERICAN HEALTHCARE CORPORATION
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We are sending this proxy statement to you as two of the holders of common
stock, no par value, of United American Healthcare Corporation, a Michigan
corporation (the "Company"), in connection with our solicitation of your proxy
for use at the 2001 Annual Meeting of the Shareholders of United American
Healthcare Corporation, scheduled on Friday, November 30, 2001 at 10:30 a.m.,
Eastern Standard Time, at the Atheneum Suite Hotel, 1000 Brush Avenue, Detroit,
Michigan, and at any adjournments or postponements thereof. We are Richard M.
Brown, D.O., a natural person, who beneficially owns 411,727 shares (6.1%) and
Darrel W. Francis, a natural person, who beneficially owns 50,000 shares of
United American Healthcare Corporation's outstanding shares of common stock.

We are soliciting your proxy to vote on the following proposal at the 2001
Annual Meeting.

THE ELECTION OF OUR NOMINEES, Richard M. Brown, D.O., Ronald E. Hall Sr.,
Linda A. Watters and Peter F. Hurst Jr., as Directors of United American
Healthcare Corporation in the class with a three-year term continuing until the
2004 Annual Meeting.

THIS PROXY STATEMENT AND THE BLUE PROXY CARD ARE FIRST BEING FURNISHED TO
SHAREHOLDERS ON OR ABOUT NOVEMBER 27, 2001.

WE URGE YOU TO SIGN, DATE AND RETURN THE BLUE PROXY CARD IN FAVOR OF THE
ELECTION OF OUR NOMINEES AS DESCRIBED IN THIS PROXY STATEMENT.

WE ARE ASKING YOU TO ELECT A SLATE OF DIRECTORS WITH A STRONG OWNERSHIP
INTEREST AND ORIENTATION TO PROTECT THE INTERESTS OF THE SHAREHOLDERS OF UNITED
AMERICAN HEALTHCARE CORPORATION.

AS THE WHITE PROXY CARD YOU RECEIVED FROM UNITED AMERICAN HEALTHCARE
CORPORATION DID NOT GIVE YOU THE OPPORTUNITY TO VOTE FOR THE ELECTION OF
DIRECTORS, IN ORDER TO VOTE FOR OUR NOMINEES YOU MUST SIGN, DATE AND RETURN THE
ENCLOSED BLUE PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS.
ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE 2001 ANNUAL MEETING BY
DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE 2001
ANNUAL MEETING TO GEORGESON SHAREHOLDER OR TO THE SECRETARY OF UNITED AMERICAN
HEALTHCARE CORPORATION, OR BY VOTING IN PERSON AT THE 2001 ANNUAL MEETING.

As the beneficial owners of 50,000 shares and 411,727 shares (6.1%)
respectively, of United American Healthcare Corporation's common stock, Mr.
Darrel W. Francis and Mr. Richard M. Brown have substantial investments at
stake. It is our opinion that our interests are clearly aligned with yours as
fellow shareholders.

We seek the opportunity for our nominees to participate constructively as
Directors. We are not seeking to control the Company. Our nominees, if elected,
plus Darrel Francis, who is a continuing member of the Board of Directors will
not constitute a majority of the Board and, accordingly, will not be able to
control the actions of the Board. We have no special interest, other than to
safeguard shareholder interests. However, we can make no assurances that if our
nominees are elected as Directors of United American Healthcare Corporation that
their election will safeguard the shareholders' interests.

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IMPORTANT

PLEASE REVIEW THIS DOCUMENT AND THE ENCLOSED MATERIALS CAREFULLY. YOUR VOTE IS
VERY IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.

1) If your shares are registered in your own name, please sign, date and mail
the enclosed BLUE Proxy Card to Georgeson Shareholder in the postage-paid
envelope provided TODAY.

2) If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a BLUE Proxy Card with respect to your
shares and only after receiving your specific instructions. Accordingly,
please sign, date and mail the enclosed BLUE Proxy Card in the postage-paid
envelope provided, and to ensure that your shares are voted, you should also
contact the person responsible for your account.

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BACKGROUND AND RECENT EVENTS

We are nominating four Directors and soliciting your proxy to elect such
nominees in response to the Proxy Statement of the Company, first mailed to the
shareholders, including the two of us on or about October 29, 2001 (the "Company
Proxy Statement").

As stated in the Company Proxy Statement, the Board of Directors has
directed that the election of four Directors be on the agenda for the Company's
2001 Annual Meeting and in the accompanying Notice of Meeting. There were,
however, no Director nominees for election at the meeting, because a majority of
the Board did not approve any nominees.

As a 6.1% shareholder of the Company and the beneficial holder of 50,000
shares (25,000 of which are options), we believe this situation to be not in the
interests of the shareholders of the Company and on November 8, 2001, we
provided the Company with our Notice of Intent to nominate four Directors, a
copy of such Notice is attached as Annex A hereto. The Company Proxy Statement
further stated that unless any shareholder or shareholders validly nominated at
least four Director candidates for election at the meeting, there would be no
election of Directors at the Annual Meeting. (See "ELECTION OF DIRECTORS"
below.)

The Company Proxy Statement stated that neither the Company nor the members
of its Board of Directors intend to bring before the Annual Meeting any matters
other than those set forth in the Notice of Annual Meeting, and they represented
that they have no present knowledge that any other matters will be presented for
action at the meeting by others. Other than the election of four Directors and
ratification of the appointment of independent auditors for the year 2002, the
persons named in the enclosed proxy do not request any authority to act on any
additional matters or proposals, except with respect to matters presented at the
meeting unknown to us that haven't been provided in reasonable time before this
solicitation.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company Proxy Statement stated further that only holders of record of
shares of no par value common stock of the Company ("Common Stock"), at the
close of business on October 15, 2001 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, the Company had issued and outstanding 6,779,128
shares of Common Stock.

Based on information filed with the Securities and Exchange Commission
("SEC"), or otherwise provided to the Company, the Company noted that as of
October 15, 2001, Richard M. Brown, D.O., 2774 Franklin Road, Southfield,
Michigan 48034, beneficially owns 411,727 shares (6.1%) of the Company's

outstanding Common Stock. Management stated in the Company Proxy Statement that
it does not know of any other person who, as of October 15, 2001, beneficially
owns more than 5% of the Company's Common Stock. We are also unaware of any
person who beneficially owns more than 5% of the Company's outstanding Common
Stock.

The shareholder votes cast for all items considered at the meeting will be
calculated by an officer of Computershare Investor Services LLC., the Company's
Registrar and Transfer Agent, as the Board-designated Inspector of Election. The
Inspector of Election shall 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.

PROPOSAL I. ELECTION OF DIRECTORS

The Company's Proxy Statement stated that the election of four Directors of
the Company, to hold office until the Annual Meeting of Shareholders in 2004 or
until their successors are elected and qualified, will take place at the 2001
Annual Meeting of Shareholders only if at least four Director candidates are
validly nominated at the Annual Meeting by one or more shareholders, and not
otherwise. (See "Shareholders' Right to Nominate Director Candidates" below).
The Company's form of proxy which you received, expressly excludes voting for
the election of any Directors, because a majority of the Board of Directors has
not nominated anyone for election as a Director at the Annual Meeting (as more
fully explained beginning in the next paragraph below). We were advised in the
Company's Proxy Statement that if at least four Director candidates are validly
nominated at the Annual Meeting by one or more shareholders, the election of
Directors will occur at the Annual Meeting, and the four nominees receiving the
greatest number of votes cast at the meeting shall be elected. Abstentions,
withheld votes and broker non-votes will not be deemed votes cast in determining
which nominees receive the greatest number of votes cast.

The Company's President and Chief Executive Officer, Gregory H. Moses, Jr.,
represented that he caused the Company's Proxy Statement and the Company's form
of proxy (which excludes the election of Directors) to be mailed to the
shareholders in the exercise of his responsibilities to act in the best
interests of the Company and its shareholders, as he deems necessary in the
circumstances described below. In the absence of any nominations by a majority
of the 12-member Board of Directors, Mr. Moses has deemed it necessary to thus
provide the shareholders the opportunity to exercise their right to nominate
Director candidates themselves and thereby have the ability to exercise their
voting rights to elect the persons to succeed the four Directors whose current
terms expire this year. The circumstances resulting in this action by the
President and Chief Executive Officer were described as follows in the Company
Proxy Statement.

Under the Company's bylaws and its corporate governance guidelines adopted
by the Board of Directors effective August 5, 1999: (i) the Board of Directors
is responsible for selecting and recommending Director candidates for
shareholder approval, (ii) the Board of Directors has delegated the preliminary
review process involved to the Company's Governance Committee (formerly called
the Nominating Committee), and (iii) the Governance Committee is responsible for
reviewing the appropriate skills and characteristics required for Board members.

On October 1, 2001, the Governance Committee unanimously (with six of its
seven members present and voting) recommended that only one person, Linda A.
Watters (an incumbent Director whose present term expires this year), be
nominated for election as a Director at the 2001 Annual Meeting of Shareholders,
thus reducing the Board of Directors from twelve to nine members upon such
election. At a meeting of the Board of Directors on October 5, 2001, at which
all of the current 12 Directors were present and voting, a motion was made to
approve such recommendation of the Governance Committee. Before that motion was
voted upon, it was amended to propose nominating all of the four incumbent
Directors whose present terms expire this year (Anita C. R. Gorham; Harcourt G.
Harris, M.D.; Ronald M. Horwitz, Ph.D.; and Linda A. Watters) for election to
new three-year terms as Directors of the Company, to hold office until the
Annual Meeting of Shareholders in 2004 or until their successors are elected and
qualified. The Board of Directors voted six-to-six
3

on such amended motion, which therefore was defeated, and the Board thus was
deadlocked on nominating any Director candidates at that meeting. On October 15,
2001, the Board of Directors met again but was unable to break their six-to-six
deadlock.

Subsequent attempts to resolve the deadlock have apparently been
unsuccessful, resulting in the above-explained decision of the President and
Chief Executive Officer of the Company to send the shareholders a Notice of
Meeting, the Company Proxy Statement and a form of proxy (which excludes the
election of Directors). We were advised in the Company Proxy Statement that in
no event will the persons named in the Company's form of proxy vote any of the
shares represented by such proxies for the election of any Director nominees.

SHAREHOLDERS' RIGHTS TO NOMINATE DIRECTOR CANDIDATES

The Company's bylaws allow any shareholder who is entitled to vote in the
election of Directors generally to nominate one or more persons for election as
Directors at the Company's 2001 Annual Meeting, but only if written notice of
intent to make such nomination is given to the Secretary of the Company and
received at the Company's principal executive offices (at 1155 Brewery Park
Boulevard, Suite 200, Detroit, Michigan 48207) not later than the close of
business on November 8, 2001 (the tenth day after the day on which notice of the
2001 Annual Meeting date is being given to the shareholders). To be valid under
the Company's bylaws, each such notice of intent ("Notice") must set forth:

(a) the name and address of the shareholder who intends to make such
nomination and of each person to be nominated;

(b) a representation that such shareholder is a holder of record of
stock of the Company entitled to vote for the election of Directors on the
date of such Notice and intends to appear in person or by proxy at the 2001
Annual Meeting to nominate each person specified in such Notice;

(c) a description of all arrangements or understandings between such
shareholder and each nominee proposed by such shareholder and any other
person or persons (naming such person or persons) pursuant to which the
nomination is to be made by the shareholder;

(d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the SEC if the Board nominated, or intended
to nominate, that nominee; and

(e) each such nominee's consent to serve as a Director of the Company
if so elected.

If a person who is thus validly designated as a Director nominee thereafter
becomes unable or unwilling to stand for election to the Board, the shareholder
who proposed such nominee may designate a substitute Director nominee upon
delivery, not fewer than 10 days before the 2001 Annual Meeting date, of a
written notice to the Secretary of the Company setting forth such information
regarding such substitute nominee as would have been required to be delivered to
the Secretary had such substitute nominee been initially proposed as a nominee.
Such notice shall include each such substitute nominee's signed consent to serve
as a Director of the Company, if elected.

In accordance with the bylaw provisions of the Company regarding
Shareholders' rights to nominate Director candidates, our nominees have been
submitted and include the following candidates: Richard M. Brown, D.O., Ronald
E. Hall, Sr., Peter F. Hurst, Jr., and Linda A. Watters.

If our nominees are elected, Anita C.R. Gorham, Harcourt G. Harris, M.D.
and Ronald M. Horwitz, Ph.D. will no longer be on the Company's Board of
Directors. Ms. Linda A. Watters, an incumbent Director whose current term on the
Board expires this year, will continue to serve until 2004 and the Company will
have three new Directors, Ronald E. Hall, Sr., Peter F. Hurst, Jr., and Richard
M. Brown, D.O., who each shall serve as Directors until their terms expire in
2004.

CONSENT OF NOMINEES

Our nominees understand that, if elected as Directors of United American
Healthcare Corporation, each of them will have an obligation under Michigan law
to discharge fiduciary duties to United American Healthcare Corporation and its
shareholders. Each of the nominees have consented to being named as candidates
for Directors of United American Healthcare Corporation and have agreed to serve
if elected.

WE STRONGLY RECOMMEND THAT YOU VOTE
"FOR" THE ELECTION OF OUR NOMINEES.

SECURITY OWNERSHIP OF NOMINEES AND SOLICITATION PARTICIPANTS

The following table presents, as of October 15, 2001 based solely on
information provided by the nominees and the participants, the common stock
beneficially owned (as that term is defined by the SEC) by nominees and the
participants. Except as otherwise noted, each nominee or participant has sole
voting and investment power with respect to the number of shares of common stock
set forth opposite his or her name in the table. Under SEC rules, the nominees
and Mr. Darrell W. Francis may be deemed to be "participants", as defined in
Instruction 3 to Item 4 of Rule 14a-10 of the Exchange Act, in this
solicitation. Except as set forth in this Proxy Statement, none of the nominees
or participants are party to any commercial dealings with United American
Healthcare Corporation or its subsidiaries which are required to be disclosed
under the proxy rules.

PERCENTAGE OF
SHARED OF TOTAL COMMON
COMMON STOCK OF THE
STOCK COMPANY
BENEFICIALLY BENEFICIALLY TERM
NAME (AND IF APPLICABLE, OWNED AS OF OWNED AS OF TO
YEAR FIRST BECAME A DIRECTOR) AGE PRINCIPAL OCCUPATION 15-OCT-01 OCT. 15, 2001 EXPIRE
----------------------------- --- -------------------- ------------ ------------- ------

Linda A. Watters (2000).... 48 President and Chief 26,500(1) * 2004
645 Griswold, Suite 70 Executive Officer of
Detroit, MI 48226 Detroit Commerce Bank in
Detroit Michigan
Peter F. Hurst, Jr......... 46 Chairman, President and 0 * 2004
The Community's Bank Chief Executive Officer
1087 Broad Street., of Urban Financial Group,
3rd Floor Inc., a Bridgeport, CT
Bridgeport, CT 06604 bank holding company, and
The Community's Bank
Ronald E. Hall, Sr......... 58 President and Chief 0 * 2004
4617 W. Fort St. Executive Officer and
Detroit, MI 48209 majority owner of
Bridgewater Interiors,
LLC in Detroit, Michigan
Richard M. Brown, D.O...... 66 President of Park Family 411,727(2) 6.1% 2004
2774 Franklin Road Health Care in Detroit,
Southfield, MI 48034 MI, a Board Member of the
Barbara Ann Karmanos
Cancer Institute in
Detroit, Michigan and
University of Osteopathic
Medicine and Health
Systems in Des Moines,
Iowa, a Director of
Congregation Shaarey
Zedek in Southfield,
Michigan

Darrel W. Francis.......... 48 President of Metropolitan 50,000(1) N/A
535 Griswold, Suite 812 Facility Resources;
Detroit, MI 48226 President of Precision
Industrial Service

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* Less than 1%

(1) Includes 25,000 shares which the nominee has the right to acquire pursuant
to options that are currently exercisable or become exercisable within 60
days after October 15, 2001.

(2) Includes shares held by the Richard M. Brown Revocable Living Trust, of
which Mr. Brown is the Trustee.

OTHER INFORMATION RELATING TO THE NOMINEES

All information concerning our nominees has been received from them.

RONALD E. HALL, SR.

Ronald E. Hall, Sr. has been President, Chief Executive Officer and
majority owner of Bridgewater Interiors, LLC in Detroit, Michigan since November
1998. Bridgewater Interiors is a major supplier of seating systems to the
automotive industry and is the 11th largest African-American owned business in
the United States (source: Black Enterprise magazine). From 1992 to October
1998, Mr. Hall served as President of the Michigan Minority Business Development
Council. Prior to that, he was an executive with New Detroit, Inc. and owned and
operated several of his own businesses. Mr. Hall is a member of the Board of
Directors of St. John Hospital and Medical Center in Detroit, Michigan, the
American Diabetes Association of Michigan, 100 Black Men, the Native American
Business Alliance and the Detroit Empowerment Zone. He is a former member of the
Detroit Casino Advisory Committee and past Chairmen of the Southeastern Michigan
Junior Achievement.

PETER F. HURST, JR.

Peter F. Hurst, Jr. has been Chairman, President and Chief Executive
Officer of Urban Financial Group, Inc., a Bridgeport, Connecticut bank holding
company, and The Community's Bank, a Connecticut chartered commercial bank,
since March 2000. From March 1998 to March 2000, he served as President of Hurst
Capital Partners in New York, a financial advisory and merchant banking firm.
From 1994 to March 1998, he was Co-Chairman of Bahia Partners, Inc. and
Co-President and Managing Director of Bahia Advisors, both in New York. From
1988 to 1994, he was Senior Vice President in the Corporate Finance Group and
the Financial Institutions Group of Dean Witter Reynolds in New York. Earlier,
he served in the Office of the Federal Reserve Board in Washington, D.C. and as
an attorney with the Washington, D.C. law firm of Steptoe & Johnson. He is a
Trustee of the Community Service Society of New York and recently completed a
term as trustee of the University of Scranton, Scranton, Pennsylvania. Mr. Hurst
has served on the Advisory Board of Republic New York Corporation, a bank
holding company, and was previously a Director of Brooklyn Bancorp and its
subsidiary, Crossland Federal Savings Bank.

RICHARD M. BROWN, D.O.

Richard M. Brown, D.O., is a practicing physician and has been President of
Park Family Health Care based in Detroit, Michigan since 1995. From 1996 to
1999, he was Medical Director of Prime Care Medical Centers based in Detroit,
Michigan and, from 1987 to 1995, was Vice President of Ambulatory Care Services,
Michigan Health Care Corporation. During his career, he has also served as Chief
of Staff of the following

hospitals in Michigan: Michigan Health Center, Detroit Central Hospital,
Botsford General Hospital and Zeiger Osteopathic Hospital. Dr. Brown has been a
delegate to the American Osteopathic Association since 1989 and to the Michigan
Association of Osteopathic Physicians and Surgeons since 1986. He is a Board
member of the Barbara Ann Karmanos Cancer Institute and the University of
Osteopathic Medicine and Health Services in Des Moines, Iowa. He is also a
Director and former President of Congregation Shaarey Zedek in Southfield,
Michigan. Dr. Brown is a former trustee of OmniCare-MI. He is the largest
individual shareholder of United American Healthcare Corporation as of October
15, 2001. Dr. Brown was a general partner in Parkview Counseling Center, which
filed for Chapter 11 bankruptcy in 1998 and which is now an operational company.

LINDA A. WATTERS (DIRECTOR SINCE 2000; PRESENT TERM ENDS 2001)

Linda A. Watters has served the Company as a Director since July 2000. She
has been President and Chief Executive Officer of Detroit Commerce Bank since
July 1998. From 1988 to 1996, she held a number of positions at Comerica Bank,
first as a Loan Analyst and ultimately as a Vice President in the Corporate
Banking Division. From 1980 to 1987, Ms. Watters worked in finance and marketing
for General Motors Corporation. She also is a Director of Detroit Commerce Bank,
an affiliate of Capitol Bancorp Ltd.

COMPENSATION OF NOMINEES AND DIRECTORS

Based on information in the Company Proxy Statement, Directors who are
employees of the Company receive no fees for their services as a Director or as
a Committee member. Each of the Directors who are not an employee of the Company
receives $300 for each Board of Directors meeting and each Board committee
meeting attended. In addition, each non-employee Director receives an annual
stipend of $24,000 as compensation for Director services. The Chairman of the
Board of Directors additionally receives an annual stipend of $24,000 for
services in such office and an annual automobile allowance of $8,400. Directors
are also entitled to reimbursement for reasonable out-of-pocket expenses
incurred in providing services to the Company in their capacities as Directors.
Our nominee, Linda Watters is the only incumbent director who receives fees from
the Company. None of the nominees will receive any fees for consenting to be our
nominees.

OTHER MATTERS TO BE CONSIDERED AT THE 2001 ANNUAL MEETING

PROPOSAL II. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

As set forth in United American Healthcare Corporation's Proxy Statement,
at the 2001 Annual Meeting, United American Healthcare Corporation Shareholders
will be asked to ratify the appointment by United American Healthcare
Corporation's independent auditors for the year 2001. We are not making any
recommendation on this proposal.

VOTING PROCEDURES

In order to ensure that your views on the proposals are heard by United
American Healthcare Corporation Directors and that your vote is represented at
the 2001 Annual Meeting, we urge you to sign and date the enclosed BLUE Proxy
Card and return it to Georgeson Shareholder ("Georgeson"), in the enclosed
postage paid envelope TODAY. Execution of the BLUE Proxy Card will not affect
your right to attend the 2001 Annual Meeting and to vote in person.

You are eligible to execute a BLUE Proxy Card only if you owned the Common
Stock on the Record Date. United American Healthcare Corporation's Board has set
October 15, 2001 as the Record Date for determining those shareholders who will
be entitled to notice of and vote at the 2001 Annual Meeting. You will retain
the right to execute a proxy card in connection with this proxy solicitation
even if you sell your shares after the Record Date. Accordingly, it is important
that you vote the Shares held by you on the Record Date, or grant a proxy to
vote such Shares on the BLUE Proxy Card, even if you sell such shares after the
Record Date.

As of the close of business of the Record Date, we believe that there were
6,779,128 shares of common stock of United American Healthcare Corporation's
issued and outstanding and entitled to vote. Shareholders will have one vote for
each share of common stock they own with respect to all matters to be considered
at the 2001 Annual Meeting.

RIGHT TO REVOKE PROXY

In order for your views on the above-described proposals to be represented
at the 2001 Annual Meeting, please sign and date the enclosed BLUE Proxy Card
and return it to Georgeson Shareholder in the enclosed prepaid envelope TODAY.
Execution of the BLUE proxy card will not affect your right to attend the 2001
Annual Meeting and to vote in person. Any proxy may be revoked at any time prior
to the 2001 Annual Meeting by delivering a written notice of revocation of a
later dated proxy for the 2001 Annual Meeting to Georgeson Shareholder or the
Secretary of United American Healthcare Corporation, or by voting in person at
the 2001 Annual Meeting. Only your latest dated proxy will count.

PARTIAL PROXY REVOCATION

Unless otherwise indicated, the BLUE Proxy authorizes the persons named in
the proxy to vote, and such persons will vote, properly executed and duly
returned proxies for the nominees made by Darrel W. Francis and Richard M.
Brown, D.O. If no marking is made on your BLUE Proxy with respect to the
ratification of the appointment of United American Healthcare Corporation's
independent auditors, you will be deemed to have given a direction to abstain
from voting on such matter. However, in the event you have voted "FOR",
"AGAINST" or to "WITHHOLD AUTHORITY" on the Company proxy card and fail to vote
on the BLUE Proxy with respect to the ratification of the Company's independent
auditors, your initial vote with respect to the auditors will remain in effect.
We further believe that in the event that you have voted "FOR", "AGAINST", or to
"WITHHOLD AUTHORITY" on our Blue Proxy card with respect to our nominees for
Director and you vote "FOR", "AGAINST", or to "WITHHOLD AUTHORITY" with respect
to the ratification of the Company's independent auditors on our Blue Proxy card
and at a later date change your vote with respect to the ratification of the
Company's independent auditors using the Company Proxy card, your initial vote
with respect to our nominees will remain unless you attend the 2001 Annual
Meeting and verbally change your vote, or revoke your vote through a
representative who presents a subsequently dated written Proxy at the 2001
Annual Meeting.

VOTE REQUIRED

Based on currently available bylaws of the Company, we believe a quorum
will exist at the 2001 Annual Meeting if holders of not less than a majority of
the shares of United American Healthcare Corporation's common stock outstanding
and entitled to vote at the 2001 Annual Meeting are present in person or by
proxy.

If a quorum is present, our view is that under Michigan law and the United
American Healthcare Corporation bylaws, our nominees should be deemed elected if
they receive the greatest number of votes cast at the 2001 Annual Meeting. The
Company has stated that abstentions will not be counted either for or against
any action for which a vote is cast.

WE STRONGLY RECOMMEND THAT YOU
VOTE "FOR" THE ELECTION OF OUR NOMINEES.

PROXY SOLICITATION; EXPENSES

Executed proxies may be solicited in person, by mail, overnight courier,
advertisement, telephone, or telecopier. Solicitation may be made by Darrel W.
Francis and Richard M. Brown, D.O., neither of whom will receive additional
compensation for such solicitation. Proxies will be solicited from individuals,
brokers, bank nominees and other institutional holders. We have requested banks,
brokerage houses and other custodians,

nominees and fiduciaries to forward all solicitation materials to the beneficial
owners of the shares they hold of record. We will reimburse these record holders
for their reasonable out-of-pocket expenses.

In addition, we have retained Georgeson Shareholder to solicit proxies on
our behalf in connection with the 2001 Annual Meeting. Georgeson Shareholder may
be contacted at 1-866-884-5921 (toll free), with any questions about this Proxy
Statement and the Blue Proxy Card. Georgeson Shareholder will employ
approximately 25 people in its efforts. We have agreed to reimburse Georgeson
Shareholder for its reasonable expenses and to pay to Georgeson Shareholder fees
not to exceed $50,000.

The entire expense of our proxy solicitation is being borne by Darrel W.
Francis. In the event that our nominees are elected to United American
Healthcare Corporation's Board, we may seek reimbursement of such expenses from
United American Healthcare Corporation. Darrel W. Francis does not intend to
seek shareholder approval of reimbursement of his expenses. In addition to the
engagement of Georgeson Shareholder described above, costs related to the
solicitation of proxies include expenditures for printing, postage, legal and
related expenses and are expected to be approximately $95,000. Total payment of
costs to date in furtherance of our proxy solicitation is approximately $55,000.

WE URGE YOU TO SIGN, DATE AND RETURN THE BLUE PROXY CARD IN FAVOR OF THE
ELECTION OF OUR NOMINEES DESCRIBED IN THIS PROXY STATEMENT.

SHAREHOLDERS' PROPOSAL IN THE UNITED AMERICAN PROXY STATEMENT

Pursuant to Rule 14a-8(e)(2) under the Exchange Act, any proposal by a
shareholder at the 2002 annual Meeting to be included in the United American
Healthcare Proxy Statement, must be received in writing at the United American
principal executive offices not less than 120 calendar days in advance of the
date of the United American proxy statement released to the security holders in
connection with its 2001 Annual Meeting. However, if the date of the meeting is
changed by more than 30 days from the date of the previous year's meeting, then
the deadline is a reasonable time before United American begins to print and
mail its proxy materials.

Dated: November 27, 2001

Sincerely,

Your Fellow Shareholders

/s/ Darrel W. Francis
Darrel W. Francis

/s/ Richard M. Brown
Richard M. Brown, D.O.

ANNEX A

November 8, 2001

Anita C. R. Gorham, Secretary
United American Healthcare Corporation
1155 Brewery Park Boulevard
Suite 200
Detroit, MI 48207

Re: Notice of Intent to Nominate Richard M. Brown, D.O., Ronald E. Hall
Sr., Linda A. Watters and Peter F. Hurst Jr. as Directors of United
American Healthcare Corporation (the "Company")

Dear Ms. Gorham,

Pursuant to our rights under the bylaws of the Company, this letter shall
serve as our Notice of Intent to nominate Richard M. Brown, D.O., Ronald E.
Hall, Sr., Linda A. Watters and Peter F. Hurst, Jr., each a natural person, as
Directors of the Company, to hold office until the Annual Meeting of
Shareholders in 2004 or until their successors are elected and qualified.

A. STATE THE NAME AND ADDRESS OF THE SHAREHOLDERS WHO INTEND TO MAKE SUCH
NOMINATION AND OF EACH PERSON TO BE NOMINATED.

(A) My name is Richard M. Brown, D.O., I am a resident of the state of Michigan
at 1200 Ardmoor Drive, Bloomfield Hills, Michigan 48301, and I am Darrel W.
Francis a resident of the state of Michigan at 250 Harbor Town Drive, Apt.
610, Detroit, Michigan 48207. We are the Shareholders who intend to make
nominations for Directors of the Company. The name and addresses of the
persons we are nominating for the positions of Directors of the Company are
as follows:

NOMINEES

1. Richard M. Brown, D.O.
1200 Ardmoor Drive
Bloomfield Hills, Michigan 48301

2. Ronald E. Hall, Sr.
146 Keelson Drive
Detroit, Michigan 48215

3. Peter F. Hurst, Jr.
68 Pilgrim Avenue
Yonkers, New York 10710

4. Linda A. Watters
3 Bradford Court
Dearborn, Michigan 48216

B. PROVIDE A REPRESENTATION THAT SUCH SHAREHOLDER IS A HOLDER OF RECORD OF
STOCK OF THE COMPANY ENTITLED TO VOTE FOR THE ELECTION OF DIRECTORS ON THE DATE
OF SUCH NOTICE AND INTENDS TO APPEAR IN PERSON OR BY PROXY AT THE 2001 ANNUAL
MEETING TO NOMINATE SUCH PERSON SPECIFIED IN SUCH NOTICE.

(B) I hereby represent that I, Richard M. Brown, D.O., live at 1200 Ardmoor
Drive, Bloomfield Hills, Michigan 48301 and that I am the holder of record
and beneficially own 411,727 shares (6.1%) of the Company's outstanding
Common Stock entitled to vote for the election of Directors, as of the date
first written above (the date of this Notice of Intent). I hereby represent
that I, Darrel W. Francis, live at 250 Harbor Town Drive, Apt. 610, Detroit,
Michigan 48207 and that I am the holder of record and beneficially own
50,000 shares of the Company's outstanding Common Stock entitled to vote for
the election of Directors as of the date first written above (the date of
this Notice of Intent). Further, it is

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our intention to appear in person or by proxy at the November 30, 2001,
Annual Meeting to nominate each person to the Board of Directors as
indicated in Section (A) above.

C. PROVIDE A DESCRIPTION OF ALL ARRANGEMENTS OR UNDERSTANDINGS BETWEEN SUCH
SHAREHOLDER AND EACH NOMINEE PROPOSED BY SUCH SHAREHOLDER AND ANY OTHER PERSON
OR PERSONS (NAMING SUCH PERSON OR PERSONS) PURSUANT TO WHICH THE NOMINATION IS
TO BE MADE BY THE SHAREHOLDER.

(C) There are no contracts, agreements or understandings between Richard M.
Brown, D.O., or Darrel W. Francis and any of their nominees for the Board of
Directors pursuant to which the nominations are being made. Neither Richard
M. Brown, D.O., nor Darrel W. Francis has any intention to seek control of
the Company. Darrel W. Francis and Richard M. Brown, D.O's nominees, if
elected, will not constitute a majority of United American Healthcare
Corporation's Board of Directors and accordingly will not be able to control
the Board of Directors.

The entire expense of our Notice to the Company and our proxy solicitation
is being borne by Darrel W. Francis. In the event our nominees are elected
to the Company Board, we may seek reimbursement of such expenses from the
Company. We have retained the services of Georgeson Shareholder
Communications, Inc., (Georgeson), to assist us in the solicitation of
Shareholder proxies. In addition to the engagement of Georgeson, costs
related to the solicitation of proxies include expenditures for printing,
postage, legal and related expenses and are expected to be approximately
$95,000. Total payment of costs to date in furtherance of our proxy
solicitation is approximately $55,000.

Other than to nominate the persons as Directors listed in Section A above
and to solicit your votes therefore, to the knowledge of Richard M. Brown,
D.O. and Darrel W. Francis, there are no contracts, agreements, or
relationships (legal or otherwise) among Richard M. Brown, D.O., or Darrel
W. Francis and any other person or persons pursuant to which our Nominations
to the Board of Directors are being made.

D. PROVIDE SUCH OTHER INFORMATION REGARDING EACH NOMINEE PROPOSED BY SUCH
SHAREHOLDER AS WOULD BE REQUIRED TO BE INCLUDED IN A PROXY STATEMENT FILED
PURSUANT TO THE PROXY RULES OF THE SEC IF THE BOARD NOMINATED, OR INTENDED TO
NOMINATE, THAT NOMINEE.

(D) LINDA A. WATTERS (AGE: 48)
Linda A. Watters has served the Company as a Director since July 2000. She
has been President and Chief Executive Officer of Detroit Commerce Bank
since July 1998. From 1988 to 1996, she held a number of positions at
Comerica Bank, first as a Loan Analyst and ultimately as a Vice President in
the Corporate Banking Division. From 1980 to 1987, Ms. Watters worked in
finance and marketing for General Motors Corporation. She also is a Director
of Detroit Commerce Bank, an affiliate of Capitol Bancorp Ltd.

RONALD E. HALL, SR. (AGE: 58)
Ronald E. Hall, Sr. has been President, Chief Executive Officer and majority
owner of Bridgewater Interiors, LLC in Detroit, Michigan since November
1998. Bridgewater Interiors is a major supplier of seating systems to the
automotive industry and is the 11th largest African-American owned business
in the United States (source: Black Enterprise magazine). From 1992 to
October 1998, Mr. Hall served as President of the Michigan Minority Business
Development Council. Prior to that, he was an executive with New Detroit,
Inc. and owned and operated several of his own businesses. Mr. Hall is a
member of the Board of Directors of St. John Hospital and Medical Center in
Detroit, Michigan, the American Diabetes Association of Michigan, 100 Black
Men, the Native American Business Alliance and the Detroit Empowerment Zone.
He is a former member of the Detroit Casino Advisory Committee and past
Chairmen of the Southeastern Michigan Junior Achievement.

PETER F. HURST, JR. (AGE: 46)
Peter F. Hurst, Jr. has been Chairman, President and Chief Executive Officer
of Urban Financial Group, Inc., a Bridgeport, Connecticut bank holding
company, and The Community's Bank, a Connecticut chartered commercial bank,
since March 2000. From March 1998 to March 2000, he served as President
A-2

of Hurst Capital Partners in New York, a financial advisory and merchant
banking firm. From 1994 to March 1998, he was Co-Chairman of Bahia Partners,
Inc. and Co-President and Managing Director of Bahia Advisors, both in New
York. From 1988 to 1994, he was Senior Vice President in the Corporate
Finance Group and the Financial Institutions Group of Dean Witter Reynolds
in New York. Earlier, he served in the Office of the Federal Reserve Board
in Washington, D.C. and as an attorney with the Washington, D.C. law firm of
Steptoe & Johnson. He is a Trustee of the Community Service Society of New
York and recently completed a term as trustee of the University of Scranton,
Scranton, Pennsylvania. Mr. Hurst has served on the Advisory Board of
Republic New York Corporation, a bank holding company, and was previously a
director of Brooklyn Bancorp and its subsidiary, Crossland Federal Savings
Bank.

RICHARD M. BROWN, D.O. (AGE: 66)
Richard M. Brown, D.O., is a practicing physician and has been President of
Park Family Health Care based in Detroit, Michigan since 1995. From 1996 to
1999, he was Medical Director of Prime Care Medical Centers based in
Detroit, Michigan and, form 1987 to 1995, was Vice President of Ambulatory
Care Services, Michigan Health Care Corporation. During his career, he has
also served as Chief of Staff of the following hospitals in Michigan:
Michigan Health Center, Detroit Central Hospital, Botsford General Hospital
and Zeiger Osteopathic Hospital. Dr. Brown has been a delegate to the
American Osteopathic Association since 1989 and to the Michigan Association
of Osteopathic Physicians and Surgeons since 1986. He is a Board member of
the Barbara Ann Karmanos Cancer Institute and the University of Osteopathic
Medicine and Health Services in Des Moines, Iowa. He is also a Director and
former President of Congregation Shaarey Zedek in Southfield, Michigan. Dr.
Brown is a former trustee of OmniCare-MI. He is the largest individual
shareholder of United American Healthcare Corporation as of October 15,
2001. Dr. Brown was a general partner in Parkview Counseling Center, which
filed for Chapter 11 bankruptcy in 1998 and which is now an operational
company.

E. PROVIDE EACH NOMINEE'S CONSENT TO SERVE AS A DIRECTOR OF THE COMPANY IF SO
ELECTED.

(D) We have attached for your records the requisite consent of each of our
nominees for Director of the Company to serve as a Director of the Company
if so elected.

Very truly yours,

/s/ Richard M. Brown
Richard M. Brown, D.O.,

/s/ Darrel W. Francis
Darrel W. Francis

A-3

CONSENT

November 6, 2001

I, Richard M. Brown, D.O., hereby consent to be nominated to become a
Director or Officer of United American Healthcare Corporation. If I am elected
or chosen to become a Director or Officer of United American Healthcare
Corporation, I hereby consent to act as such and to serve until my successor is
elected and qualified.

/s/ Richard M. Brown
--------------------------------------
Richard M. Brown, D.O.

A-4

CONSENT

November 6, 2001

I, Linda A. Watters, hereby consent to be nominated to become a Director or
Officer of United American Healthcare Corporation. If I am elected or chosen to
become a Director or Officer of United American Healthcare Corporation, I hereby
consent to act as such and to serve until my successor is elected and qualified.

/s/ Linda A. Watters
--------------------------------------
Linda A. Watters

A-5

CONSENT

November 6, 2001

I, Peter F. Hurst, Jr., hereby consent to be nominated to become a Director
or Officer of United American Healthcare Corporation. If I am elected or chosen
to become a Director or Officer of United American Healthcare Corporation, I
hereby consent to act as such and to serve until my successor is elected and
qualified.

/s/ Peter F. Hurst, Jr.
--------------------------------------
Peter F. Hurst, Jr.

A-6

CONSENT

November 6, 2001

I, Ronald E. Hall, Sr., hereby consent to be nominated to become a Director
or Officer of United American Healthcare Corporation. If I am elected or chosen
to become a Director or Officer of United American Healthcare Corporation, I
hereby consent to act as such and to serve until my successor is elected and
qualified.

/s/ Ronald E. Hall, Sr.
--------------------------------------
Ronald E. Hall, Sr.

A-7

PROXY

UNITED AMERICAN HEALTHCARE CORPORATION

PROXY SOLICITED ON BEHALF OF DARREL W. FRANCIS AND RICHARD M. BROWN, D.O, FOR
THE ANNUAL MEETING OF SHAREHOLDERS, FRIDAY, NOVEMBER 30, 2001 AT 10:30 A.M.
EASTERN STANDARD TIME.

THE BOARD OF DIRECTORS OF UNITED AMERICAN HEALTHCARE CORPORATION IS NOT
SOLICITING THIS PROXY.

The undersigned shareholder of United American Healthcare Corporation,
hereby appoints Darrel W. Francis and Richard M. Brown, D.O., as attorneys and
proxies, each with power of substitution and revocation, to represent the
undersigned at the Annual Meeting of Shareholders of United American Healthcare
Corporation to be held the Atheneum Suite Hotel, 1000 Brush, Avenue, Detroit,
Michigan, on Friday, November 30, 2001 at 10:30 a.m. Eastern Standard time.

Receipt of the Proxy Statement furnished herewith is hereby
acknowledged.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. ON MATTERS FOR WHICH YOU DO NOT SPECIFY A CHOICE, YOUR
SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF DARREL W. FRANCIS
AND RICHARD M. BROWN, D.O. YOU MAY APPROVE OR VOTE SEPARATELY ON ANY OR ALL OF
THE PROPOSALS.

DARREL W. FRANCIS AND RICHARD M. BROWN, D.O., RECOMMEND A VOTE "FOR"
THE NOMINEES LISTED BELOW

Nominees for
Election of Directors: Richard M. Brown, D.O.,
Ronald E. Hall Sr.,
Linda A. Watters
Peter F. Hurst Jr.

FOR all nominees AGAINST all nominees WITHHOLD AUTHORITY
listed above listed above to vote for all nominees
(except as marked to the contrary listed above
hereon).
[ ] [ ] [ ]

DARREL W. FRANCIS AND RICHARD M. BROWN, D.O., MAKE NO RECOMMENDATION ON THE
FOLLOWING MATTER TO BE VOTED ON THE 2001 ANNUAL MEETING

RATIFICATION OF INDEPENDENT AUDITORS

FOR AGAINST WITHHOLD AUTHORITY
[ ] [ ] [ ]

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY BE PRESENTED TO THE MEETING.

P Dated: _________________________________, 2001

R ____________________________________________
(Signature)

O ____________________________________________
(Signature if filed jointly)

X ____________________________________________
Title:

Please sign exactly as name appears hereon. When
shares are held by

joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a
corporation, please sign in full corporate name by
president or other authorized officer. If a
partnership, please sign in partnership name by
authorized person. The signer hereby revokes all
proxies heretofore given by the signer to vote at the
2001 Annual Meeting or United American Healthcare
Corporation and any adjournment or postponement
thereof.