EXHIBIT 4.2

This Assignment and Assumption Agreement (this "Agreement") is made and entered into as of November 14, 2012 (the "Effective Date"), by and among United American Healthcare Corporation, a Michigan corporation (the "Assignor"), Strategic Turnaround Equity Partners, L.P. (Cayman), a Cayman Islands limited partnership (the "Assignee"), and (for purposes of Section 4(b) only) G.R. N'Namdi Galleries, Inc., a Michigan corporation (the "Gallery") (the Assignor, the Assignee, and the Gallery are referred to collectively as the "Parties").

RECITALS

WHEREAS, the Assignor, the Assignee and others are parties to that certain Reimbursement Agreement and Mutual Release dated June 23, 2011 (the "Reimbursement Agreement");

WHEREAS, all payments and purchases required by Sections 2(a)-(e) of the Reimbursement Agreement have been timely made, including without limitation the payment by UAHC, on behalf of the UAHC Parties, to STEP, on behalf of the STEP Parties, in the amount of $225,409.64 required by Section 2(e) of the Reimbursement Agreement, which amount is one-half of the total amount of $450,819.27 that the Reimbursement Agreement required the STEP Parties to be reimbursed for expenses incurred in connection with the proxy contest for the election of directors to UAHC's Board of Directors in 2010;

WHEREAS, Section 2(f) of the Reimbursement Agreement requires the Assignor to pay the amount of $225,409.64 (the "Required Payment") to the Assignee;

WHEREAS, in connection with the transactions contemplated by this Agreement, the Assignor, the Assignee and the other parties to the Reimbursement Agreement have entered into that certain Settlement Agreement and Mutual Release dated as of the Effective Date (the "Settlement Agreement");

WHEREAS, as set forth in the Settlement Agreement, the Assignor has paid the Required Amount to the Assignee on the Effective Date, as follows:

(1)	The Assignor paid $125,409.64 plus $18,500 by wire transfer to the Assignee on the Effective Date;

(2)

The Assignor is assigning to the Assignee on the Effective Date pursuant to this Agreement all of the Assignor's rights under a contract for the sale of two paintings by William T. Williams owned by the Assignor (the "Williams Paintings"), including the right to receive proceeds (net of sales commissions) in the aggregate amount of $58,500 (of which the first installment of $18,500 and the second installment of $4,000 have been paid on the Effective Date), in accordance with a payment schedule set forth in Section 1(a) of this Agreement, and including the right to seek recovery against the purchaser(s) of the Williams Paintings if the payments therefor are not timely made in accordance with such schedule; and

(3)

The Assignor is assigning to the Assignee on the Effective Date pursuant to this Agreement all of the Assignor's rights to an aggregate amount of up to $41,500 in net proceeds from future sales of UAHC's Residual Artwork (as defined in Section 1(c) of the Settlement Agreement), subject to the restrictions set forth in Section 2 of this Agreement; and

WHEREAS, the Assignor and the Assignee desire to set forth in this Agreement the terms and conditions of the assignments referenced in the previous recital;

NOW, THEREFORE, with the above recitals incorporated in this Agreement, the Parties agree as follows:

i.	$18,500, which amount has been paid on the Effective Date;

ii.	$4,000, which amount has been paid on the Effective Date;

iii.	$4,000 on or before the last business day of December, 2012;

iv.	$4,000 on or before the last business day of January, 2013;

v.	$4,000 on or before the last business day of February, 2013;

vi.	$4,000 on or before the last business day of March, 2013; and

vii.	$20,000 on or before the last business day of April, 2013; and

Notwithstanding anything to the contrary in Section 2 of this Agreement, if an aggregate amount of $41,500 in net proceeds from future sales of Residual Artwork owned by the Assignor has not been paid to the Assignee by April 30, 2013, then the Assignee may elect to appoint an alternative recognized art dealer, subject to UAHC's prior approval, which approval shall not be unreasonably withheld, to sell the remaining items of such artwork.  UAHC agrees to cooperate in a commercially reasonable manner with any applicable art dealer in transferring title to sold Residual Artwork pursuant to this Section 2, but UAHC is not required to assist with any collection activities with respect to the assigned documents conveyed hereby.

[Signature Page Immediately Following]

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INTENDING TO BE LEGALLY BOUND, the undersigned parties have executed this Agreement as of the date first written above.

ASSIGNOR:

ASSIGNEE:

GALLLERY (for purposes of Section 4(b) only):

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EXHIBIT A

See attached.

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EXHIBIT B

See attached.