1 EXHIBIT 10.3 March 25, 1998 Mr. Alan S. Ker 26500 Northwestern Highway Southfield, MI 48076 Dear Mr. Ker: It is hereby agreed that your 1994 Performance Stock Option - Executive Officers Agreement dated December 6, 1994, as amended, is terminated...

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                                                                    EXHIBIT 10.3




                                March 25, 1998




Xx. Xxxx X. Xxx
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000

Dear Mr. Ker:

        It is hereby agreed that your 1994 Performance Stock Option - Executive
Officers Agreement dated December 6, 1994, as amended, is terminated effective
March 25, 1998, and all options granted thereunder expire unexercised on March
25, 1998.

                                Very truly yours,                            

                                UNIVERSAL STANDARD HEALTHCARE, INC.          



                                By: /s/ Xxxxxx X. Xxxxxxxx                   
                                   ------------------------------------------
                                   Xxxxxx X. Xxxxxxxx, Chairman of the Board, 
                                   President and Chief Executive Officer     

Acknoweledged and Agreement to:


  /s/ Xxxx X. Xxx   CFO        Dated: 5/4/98
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