LIVONIA, Mich., Nov. 17 /PRNewswire/ -- Universal Self Care, Inc.
(Nasdaq: USCI) today announced the signing of a definitive agreement, subject
to shareholder approval, to sell substantially all of its assets.  Under terms
of the agreement, closely held Gainor Medical Management, LLC will acquire the
operating assets of Universal Self Care, including the stock of its two
principal operating subsidiaries -- Diabetes Self Care, Inc. and USCI
Healthcare Management Solutions, Inc.  The sale price is approximately $37
million in a combination of cash and a note.
    The agreement calls for $17 million in cash at the closing, subject to
adjustments, and a convertible note for up to $20 million, subject to closing
adjustments and certain adjustments based on operating results for the year
following closing.  Prior to tax liabilities generated from the asset sale,
repayment of existing liabilities, and other expenses related to this
transaction, the sale represents approximately $3.80 per share in gross
proceeds on the current shares outstanding of 9,724,579.
    Explains Brian Bookmeier, President of Universal Self Care, "The board is
very pleased with the decision to sell these assets for a price which reflects
the intrinsic value created by Universal Self Care over the last two years.
We hope to close the transaction by year end and we assure our stockholders
that we will continue to act in a manner which is consistent with the
maximization of shareholder values."
    Universal Self Care, Inc. is one of the leading disease management
companies in the United States, specifically providing and managing
comprehensive services to persons suffering from diabetes.  For the fiscal
year ended June 30, 1997, revenues were $34.0 million and earnings per share
were ($0.35).
    For further information, please call Damon D. Testaverde at The Damon
Group at 718-317-7746.

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