Unsecured Promissory Note

August 31, 1998
UNSECURED PROMISSORY NOTE


For value received as of August 31, 1998, the undersigned, CHFA, Inc. ("Maker"), promises to pay to the order of UNITED AMERICAN HEALTHCARE CORPORATION ("Payee") the principal sum of Two Million, Five Hundred Thousand Dollars ($2,500,000.00), together with the interest thereon at the rate hereinafter specified and any and all other sums which may be due and owing to the holder of this Note in accordance with the following terms:


1. Repayment. (a) Maker shall pay to the holder hereof annually on each of August 1, 1999 and August 1, 2000 (each a "Payment Date") principal payments in the amount of ten percent (10%) of the unpaid principal amount hereof as of each such Payment Date, together with all accrued and unpaid interest on the unpaid principal amount hereof as of each such Payment Date.


(b) This Note shall mature, and Maker shall pay to the holder hereof the entire unpaid principal amount hereof, together with all accrued and unpaid interest thereon, on the earlier of (i) August 31, 2001, (ii) the consummation by Maker of an "Initial Public Offering" (as that term is defined in Section 17(a) below), or (iii) the consummation of a "Change of Control" (as that term is defined in Section 17(b) below) with respect to Maker (the earlier of the dates in clauses (i), (ii) and (iii), the "Maturity Date").


(c) Payment shall be made to Payee at 1155 Brewery Park Boulevard, Suite 200, Detroit, Michigan 48207 or such other place as the holder hereof may from time to time direct in writing received by Maker.


2. Interest Rate. Interest shall accrue from the date of this Note on the principal amount outstanding from time to time thereafter at a rate of interest equal to six percent (6%) per annum, compounded quarterly on the first day of August, November, February and May until this Note is paid in full.


3. Calculation of Interest. Interest on this Note shall be calculated on the basis of a 360 day per year factor applied to the actual days on which there exists an unpaid principal balance due under this Note.


4. Application of Payments. All payments made hereunder shall be applied first to late penalties, costs of collection or other sums owing the holder, then to accrued interest and last to repayment of the principal amount of this Note. If the due date for the payment of principal and interest falls on a day which is either a Saturday, Sunday or federal banking holiday, such payment shall be due on the next succeeding business day.


5. Prepayment. The Maker may prepay this Note in whole or in part at any time or from time to time without penalty or additional interest, provided that payments are applied as provided in Section 4 above.


6. Events of Default. The occurrence of any one or more of the following events (the "Events of Default") shall constitute an Event of Default hereunder:


(a) any failure by the Maker to pay any principal, interest or other amount due under this Note at or prior to the time when it is due and payable, if such failure remains uncured for a period of ten (10) business days after the payment date;


(b) a petition for relief in a bankruptcy court is filed by the Maker or Corporate Healthcare Financing, Inc., a Michigan corporation (the "Company"), or the Maker or the Company applies for, consents to or acquiesces in the appointment of a trustee, custodian or receiver for the Maker or the Company or any of their respective assets or property or makes a general assignment for the benefit of their respective creditors or, in the absence of such application, consent or acquiescence, a trustee, custodian or receiver is appointed for the Maker or the Company or for a substantial part of their respective assets or property and is not discharged within thirty (30) days hereafter; or any bankruptcy, reorganization, debt arrangement or other proceeding or case under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is instituted against the Maker or the Company and if instituted against the Maker or the Company is consented to or acquiesced in by the


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Maker or the Company or remains undismissed for thirty (30) days thereafter; or the Maker or the Company takes any action to authorize any of the actions described in this subsection;


(c) any material breach by Maker of any material representation or other material obligation of Maker in or under the Purchase Agreement, (as that term is defined in Section 12 hereof) or this Note (other than an Event of Default described in Section 6(a) of this Note), which material breach is not cured by Maker within twenty (20) days after the receipt by Maker of written notice from the holder of this Note pursuant to the provisions of Section 14 of the Purchase Agreement which sets forth the nature of such breach;


(d) Maker's gross revenues (or, for any partial or short fiscal year, Maker's annualized gross revenues) as reported on its audited or reviewed financial statements for any fiscal year during which this Note remains unpaid shall not equal or exceed Five Million Dollars ($5,000,000.00).


(e) (i) any of this Note and the Purchase Agreement ceases to be in full force and effect; or (ii) the Maker contests the validity or enforceability of any of this Note or the Purchase Agreement or renounces or denies that it has any further liability under any of this Note or the Purchase Agreement, provided, however, that th ...