Stock Sale, Escrow & Voting Agreement

STOCK SALE, ESCROW AND VOTING AGREEMENT


This Stock Sale, Escrow and Voting Agreement ("Agreement") is made as of March __, 1999, among 26500 Development Associates Limited Partnership, a Michigan limited partnership ("Seller"), Universal Standard Healthcare of Delaware, Inc., a Delaware corporation ("Purchaser"), Universal Standard Healthcare, Inc., a Michigan corporation (the "Company"), and Honigman Miller Schwartz and Cohn, as escrow agent (the "Escrow Agent").


Recitals


A. Seller is the owner of 587,345 shares (the "Stock") of the Common Stock of the Company.


B. Purchaser desires to purchase the Stock from Seller, and Seller is willing to sell the Stock to the Purchaser. Purchaser and Seller desire to enter into an escrow arrangement in that regard.


C. Seller desires to grant to Purchaser the right to vote the Stock, on the terms and conditions set forth in this Agreement.


Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:


1. Sale of Stock. Seller hereby sells the Stock to Purchaser for the sum of $258,432. Such purchase price shall be paid by Purchaser to Seller as follows: Interest only on the purchase price, at the rate per annum of 10% (or $2,153.60 per month) shall be paid by Purchaser on the first day of each month from April 1, 1999 through September 1, 1999; thereafter, Purchaser shall pay Seller the purchase price in 30 equal, consecutive, monthly payments of principal and interest (at the rate of 10% per annum) in the amount of $9,771.68 each, on the first day of each month from October 1, 1999 through March 1, 2002. Seller's sale of the Stock is without representation or warranty of any kind or nature, other than as to Seller's ownership of and title to the Stock. Seller represents and warrants to the Purchaser that it is the lawful owner of the Stock, free and clear of all security interests, liens and encumbrances, except as created by this Agreement. Purchaser acknowledges that it is acquiring the Stock for its own account, for investment purposes only, and without any intention to distribute the Stock, that the Stock constitutes restricted securities, and that the transfer to Purchaser of the Stock has not been registered under the Securities Act of 1933 or any state securities statute. The Purchaser shall have the right to prepay all or a portion of the remaining principal amount of the purchase price plus accrued interest through the date of the prepayment on the principal amount so prepaid, without premium or penalty, and, in the case of a partial prepayment, the remaining monthly payments will be adjusted accordingly to reflect such prepayment. All cash dividends, distributions or payments on or arising in connection with or in exchange for the Stock shall be used to prepay the purchase price as set forth above.


2. Escrow.


2.1 Delivery of Certificates and Stock Powers to the Escrow Agent. Concurrently with the execution and delivery of this Agreement, Seller is delivering certificate(s) evidencing the Stock to the Escrow Agent, accompanied by executed, undated stock powers relating to the Subject Shares (collectively, the "Escrow Instruments"). The Escrow Agent will hold and deliver the Escrow Instruments in accordance with the terms and conditions of this Agreement, unless otherwise directed by a court of competent jurisdiction or by written agreement of Seller and Purchaser delivered to the Escrow Agent.


2


2.2 Duties of the Escrow Agent.


(a) The Escrow Agent undertakes to perform only such
duties as are specifically set forth in this Agreement. The sole duties
of the Escrow Agent under this Agreement will consist of receiving,
holding and delivering the Escrow Instruments in accordance with this
Agreement.


(b) The Escrow Agent will have no responsibility to
inquire into or to determine the genuineness, authenticity or
sufficiency of any document or instrument submitted to it in connection
with its duties under this Agreement.


(c) The Escrow Agent will be entitled to deem the
signatories of any documents or instruments submitted to it under this
Agreement as being those purported to be authorized to sign such
documents or instruments on behalf of the parties to this Agreement and
will be entitled to rely upon the genuineness of the signatures of such
signatories without inquiry and without requiring any substantiating
evidence.


(d) The Escrow Agent will have no responsibility or
liability to effectuate any transfer of any of the Stock or to pay any
fees or taxes relating to any such transfer.


(e) Without limiting the generality of the foregoing,
the Escrow Agent will not be liable for any action taken or omitted by
it in good faith and in accordance with this Agreement and will not be
liable for any acts or omissions of any kind unless caused by the
Escrow Agent's own willful misconduct or gross negligence.


2.3 Disputes. In the event of any dispute under this Agreement, the Escrow Agent (a) may elect, in its sole discretion, not to deliver any of the Escrow Instruments, (b) will not be required to commence any action against any party, and (c) may, in its sole discretion, deposit any of the Escrow Instruments with a court of competent jurisdiction.


2.4 Indemnification. Seller and the Purchaser will jointly and severally reimburse, indemnify and save the Escrow Agent harmless from all losses, costs, liabilities and expenses (including court costs and attorney's fees) that it may incur as a result of its performance of its duties in connection with this Agreement.


2.5 Resignation of the Escrow Agent; Replacement. The Escrow Agent may resign as such at any time upon 15 days' prior written notice to Seller and Purchaser. In such event, Seller and Purchaser will appoint a successor in writing, but if such a successor is not so appointed or does not accept such appointment at least five days before the Escrow Agent's resignation becomes effective, the Escrow Agent may (but will not be obligated to) appoint a temporary successor (who will not be the Seller, the Purchaser or their affiliates or any of their officers, directors, partners or employees) to act until such appointment by Seller and Purchaser is made and accepted. Any successor to the Escrow Agent will execute and deliver t ...