Exhibit 10.80

                           CONVERTIBLE PROMISSORY NOTE

Austin, Texas                    (LINE OF CREDIT)                April 27, 1999

PROMISE TO PAY: For value  received,  the undersigned  Borrower  (whether one or
more) promises to pay to the order of Lender the Maximum  Principal  Amount,  to
the extent  advanced by Lender,  together with interest on the unpaid balance of
such amount, in lawful money of the United States of America, in accordance with
all the terms, conditions, and covenants of this note (as hereafter amended, and
together with such documents, instruments or certificates which may hereafter be
executed by Borrower and Lender  pertaining  to or  evidencing  this note,  this
"Note").

BORROWER:  Uncommon Care, Inc., a Texas corporation

BORROWER'S ADDRESS FOR NOTICE:  1301 Capital of Texas Highway, Suite C-100,
  Austin, Texas 78746, Attention:  John H. Trevey

LENDER:  American Physicians Service Group, Inc., a Texas corporation

LENDER'S ADDRESS FOR PAYMENT:   1301 Capital of Texas Highway, Suite C-300,
  Austin, Texas 78746

SUBORDINATION:  THIS NOTE IS  SUBORDINATED  TO THE BORROWER'S  PRESENT OR FUTURE
DEBT TO  NATIONSBANK,  N.A. DBA BANK OF AMERICA,  N.A. (THE "BANK") AND ITS
SUCCESSOR AND ASSIGNS. IT IS SUBJECT TO THAT CERTAIN  FOURTH  AMENDMENT  OF LOAN
AGREEMENT  AND  SUBORDINATION AGREEMENT DATED AS OF ____________,  1999, BETWEEN
THE BANK, BORROWER AND LENDER, AS FURTHER AMENDED, RESTATED,  MODIFIED, AND
EXTENDED FROM TIME TO TIME.

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MAXIMUM PRINCIPAL AMOUNT:  One Million Dollars and No/100 Dollars ($1,000,000)

INTEREST RATE:  Twelve Percent (12.0%)

PAYMENT  TERMS:  Interest  under  this  Note is due and  payable  semi-annually,
beginning October 1, 1999, and continuing regularly and semi-annually thereafter
on or before the first day of October and April of each year, until the Maturity
Date (as hereinafter  defined),  when the outstanding  principal balance and all
accrued  interest  shall be due and payable in full (or  converted  into capital
stock of Borrower pursuant to Section 3). The Maturity Date shall be the earlier
to occur of April  30,  2000 or the date of  closing  of any  Qualifying  Equity
Financing  (as  hereinafter  defined);  provided  that  if no  Qualified  Equity
Financing has previously occurred,  and if Borrower is not in default hereunder,
Borrower  shall be entitled to extend the Maturity  Date to the earlier to occur
of October 30, 2000 or the date of closing of any Qualifying  Equity  Financing,
but  only  by  giving  Lender   written  notice  and  paying  Lender  a  $10,000
non-refundable  extension  fee  prior to  April 1,  2000.  Any  payment  will be
credited first to expense reimbursements due hereunder, then to accrued interest
and then to the reduction of principal.

REVOLVING  LINE OF  CREDIT:  This Note  evidences  a  revolving  line of credit.
Subject to the terms and conditions  contained herein, all or any portion of the
Maximum  Principal  Amount  of this  Note may be  borrowed,  paid,  repaid,  and
reborrowed,  from time to time prior to the Maturity  Date.  Each  borrowing and
repayment  hereunder will be (i) endorsed on an attachment to this Note, or (ii)
entered  in the books and  records of  Lender.  The books and  records of Lender
shall be prima facie evidence of all sums due Lender. If an Event of Default, or
breach or threatened breach by Borrower,  exists or has occurred under this Note
or any other contract, agreement, document, instrument or certificate executed,

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alone or together with third parties, by Borrower and Lender (or by Borrower for
the benefit of Lender),  then Lender  shall be under no  obligation  to make any
advance under this Note.

1.       INTEREST PROVISIONS:

         (a)  RATE:  The  principal  balance  of  this  Note  from  time to time
remaining  unpaid prior to maturity shall bear interest at the Interest Rate per
annum stated  above.  On each  interest  payment date and on the Maturity  Date,
interest  shall be  calculated  on the  amount of each  advance  of the  Maximum
Principal Amount of this Note, from the date of each such advance.

         (b) MAXIMUM LAWFUL  INTEREST:  The term "Maximum Lawful Rate" means the
maximum rate of interest and the term "Maximum  Lawful Amount" means the maximum
amount of interest that is permissible under applicable state or federal law for
the type of loan evidenced by this Note. If the Maximum Lawful Rate is increased
by statute or other  governmental  action  subsequent  to the date of this Note,
then the new  Maximum  Lawful  Rate  shall be  applicable  to this Note from the
effective date thereof, unless otherwise prohibited by applicable law.

         (c)  SPREADING OF  INTEREST:  Because of the  possibility  of irregular
periodic  balances of principal or premature  payment,  the total  interest that
will accrue  under this Note cannot be  determined  in advance.  Lender does not
intend to contract for, charge,  or receive more than the Maximum Lawful Rate or
Maximum  Lawful  Amount  permitted  by  applicable  state or federal law, and to
prevent  such an  occurrence  Lender  and  Borrower  agree  that all  amounts of
interest,  whenever contracted for, charged, or received by Lender, with respect
to the loan of money  evidenced  by this  Note,  shall be spread,  prorated,  or
allocated over the full period of time this Note is unpaid, including the period
of any renewal or extension of this Note.  If demand for payment of this Note is
made by Lender prior to the full stated term,

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the total amount of interest contracted for, charged, or received to the time of
such demand  shall be spread,  prorated,  or  allocated  along with any interest
thereafter  accruing  over the full  period of time  that  this Note  thereafter
remains  unpaid for the  purpose of  determining  if such  interest  exceeds the
Maximum Lawful Amount.

         (d) EXCESS INTEREST: At maturity (whether by acceleration or otherwise)
or on earlier final payment of this Note,  Lender shall compute the total amount
of interest  that has been  contracted  for,  charged,  or received by Lender or
payable by  Borrower  under this Note and  compare  such  amount to the  Maximum
Lawful  Amount  that could have been  contracted  for,  charged,  or received by
Lender. If such computation  reflects that the total amount of interest that has
been  contracted  for,  charged,  or  received  by Lender or payable by Borrower
exceeds the Maximum  Lawful  Amount,  then Lender shall apply such excess to the
reduction of the  principal  balance and not to the payment of  interest;  or if
such excess interest exceeds the unpaid principal balance,  such excess shall be
refunded to  Borrower.  This  provision  concerning  the  crediting or refund of
excess  interest  shall control and take  precedence  over all other  agreements
between  Borrower  and  Lender so that  under no  circumstances  shall the total
interest  contracted  for,  charged,  or received  by Lender  exceed the Maximum
Lawful Amount.

         (e) INTEREST AFTER DEFAULT:  At Lender's  option,  the unpaid principal
balance  shall  bear  interest  after  maturity   (whether  by  acceleration  or
otherwise) at the "Default  Interest Rate." The Default  Interest Rate shall be,
at Lender's option,  (i) the Maximum Lawful Rate, if such Maximum Lawful Rate is
established  by  applicable  law; or (ii) the Interest  Rate stated on the first
page of this Note plus three (3) percentage points, if no Maximum Lawful Rate is
established  by applicable  law; or (iii) eighteen  percent (18%) per annum;  or
(iv) such lesser rate of interest as Lender in its sole discretion may choose to
charge;  but never  more than the  Maximum  Lawful  Rate or at a rate that would
cause the total  interest  contracted  for,  charged,  or  received by Lender to
exceed the Maximum Lawful Amount.

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         (f)  Daily  Computation  of  Interest:   To  the  extent  permitted  by
applicable  law,  Lender at its option will calculate the per diem interest rate
or amount  based on the  actual  number of days in the year (365 or 366,  as the
case may be), and charge that per diem  interest  rate or amount each day. In no
event shall  Lender  compute the interest in a manner that would cause Lender to
contract for,  charge,  or receive interest that would exceed the Maximum Lawful
Rate or the Maximum Lawful Amount.

2.       ADVANCES:

         (a)  REVOLVING  LINE OF  CREDIT.  Subject to and in  reliance  upon the
terms, conditions,  representations and warranties hereinafter set forth, Lender
agrees to make advances (an  "Advance") to Borrower from time to time during the
period from the date hereof to and  including  the Maturity Date in an aggregate
amount not to exceed the Maximum Principal  Amount.  Each Advance must be in the
minimum  amount of $10,000 or in a higher  integral  multiple of $10,000.  Funds
borrowed and repaid may be reborrowed,  so long as all  conditions  precedent to
Advances are met.  The purpose of the  Advances is to provide  funds to Borrower
for working capital and for other general business purposes of Borrower.

         (b) MAKING  ADVANCES.  Each  Advance  shall be made within two business
days of written notice (or telephonic notice confirmed in writing) given by noon
(Austin,  Texas  time)  on a  business  day of  Lender  by  Borrower  to  Lender
specifying  the amount and date thereof (which may be the same business day) and
if sent by wired  funds,  at Lender's  option,  the wiring  instructions  of the
deposit account of Borrower to which such Advance is to be deposited.

         (c) PAYMENTS AND  COMPUTATIONS.  Borrower shall make each payment under
this Note on the day when due in lawful money of the United States of America to
Lender at Lender's Address for

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payment in same day funds or other payment method
acceptable  to Lender.  All  repayments  of  principal on the Note shall be in a
minimum amount of $10,000, or a higher integral multiple of $10,000.

         (d) CONDITION PRECEDENT TO INITIAL ADVANCE. The obligation of Lender to
make its initial Advance is subject to the condition precedent that Lender shall
have received on or before the day of such Advance the  following,  each in form
and substance  satisfactory to Lender and properly executed by Borrower or other
appropriate  parties:  (i) the Note duly  executed by Borrower;  (ii) such other
documents,  opinions,  certificates  and  evidences  as  Lender  may  reasonably
request;  and (iii) reimbursement in full for all costs and expenses (including,
without limitation, legal fees and expenses) incurred by Lender in entering into
this lending arrangement.

         (e) CONDITIONS PRECEDENT TO EACH ADVANCE. In addition to the conditions
precedent  stated  elsewhere  herein,  Lender shall not be obligated to make any
Advance unless: (i) the representations and warranties  contained in paragraph 3
are true and  correct  in all  material  respects  on and as of the date of such
Advance as though made on and as of such date;  (ii) on the date of the Advance,
no Event of  Default,  and no event  which,  with the lapse of time or notice or
both,  could become an Event of Default,  and no breach or threatened  breach by
Borrower,  has  occurred  under  this  Note or any  other  contract,  agreement,
document,  instrument  or  certificate  executed by  Borrower  and Lender (or by
Borrower  for the  benefit of  Lender);  (iii) there shall have been no material
adverse  change,  as determined  by Lender in its  reasonable  judgment,  in the
financial  condition  or  business of  Borrower;  (iv)  Borrower  shall not have
previously  provided notice to Lender of a Qualifying Equity Financing  pursuant
to subsection  3(c);  and (v) Lender shall have  received such other  approvals,
opinions, documents,  certificates or evidences as Lender may reasonably request
(in form and substance reasonably  satisfactory to Lender).  Each request for an
Advance shall be deemed a representation by Borrower that the conditions of this
subsection have been met.

<PAGE>

3.       CONVERSION:

         (a) QUALIFYING EQUITY FINANCING.  A "Qualifying Equity Financing" shall
mean any equity financing or series of related equity  financings,  occurring on
or before the Maturity Date, in which  Borrower  sells equity  securities to any
one or more parties (including,  without limitation,  Lender and any of Lender's
affiliates) and obtains net proceeds  (excluding  conversion of this Note) in an
amount  not  less  than  One  Million  Two  Hundred   Fifty   Thousand   Dollars
($1,250,000).

         (b) CONVERSION.  At the closing of any Qualifying Equity Financing, the
entire outstanding balance of this Note (including  principal,  interest and any
other amounts due  hereunder,  the  "Outstanding  Balance")  shall,  at the sole
discretion  of  Borrower,  be  either  (i)  paid in full  by  wire  transfer  of
immediately  available  funds or (ii)  converted  into capital stock of Borrower
using a conversion price of $2.00 per share (the "Conversion Price"). If, at the
maturity date,  including  extensions  thereof,  the Outstanding Balance has not
been paid in full, the Borrower shall have 90 days in which to make payment. If,
at the end of the 90-day period, the Lender has not received full payment of the
Outstanding  Balance,   then  the  Lender  has  the  option  of  converting  the
Outstanding Balance into capital stock of Borrower at the Conversion Price.

         (c) NOTICE. Borrower shall provide the Bank and Lender with at least 30
days prior written  notice of the closing of any  Qualifying  Equity  Financing,
delivered to the address for such party last shown on the records of Borrower or
given by such party to Borrower for the purpose of notice.

         (d) ISSUANCE OF SHARES. If this Note is converted into capital stock of
Borrower  pursuant to this  subsection,  Borrower shall prior to or concurrently
with such  conversion,  deliver  to Lender a written

<PAGE>

statement  specifying the amount of the  Outstanding  Balance,  the number and a
description  of shares of capital stock  issuable upon such  conversion  and the
date of such  conversion.  As promptly  as  practicable  after such  conversion,
Borrower  will, at its expense,  issue and deliver to Lender,  upon surrender of
this Note,  a  certificate  or  certificates  for the  number of full  shares of
capital stock issuable upon such conversion.

         (e)      NO FURTHER ADVANCES.  After the occurrence of a Qualifying
Equity Financing,  Lender shall have no obligation to make any advance of any
kind to Borrower under this Note.

         (f) ADJUSTMENTS UPON DILUTION. The number of shares of capital stock of
Borrower to be received upon conversion of the Outstanding  Balance hereunder by
Lender (the "Stock") shall be subject to adjustment as follows: (i) in the event
there is a subdivision or combination of the outstanding  shares of Stock into a
larger or  smaller  number of shares,  the number of shares of Stock  receivable
upon conversion of the Outstanding  Balance shall be increased or reduced in the
same proportion as the increase or decrease in the outstanding  shares of Stock;
(ii) if the Company  declares a dividend on Stock payable in Stock or securities
convertible into Stock, the number of shares of Stock receivable upon conversion
of the  Outstanding  Balance  shall  be  increased,  as of the  record  date for
determining  which holders of Stock shall be entitled to receive such  dividend,
in proportion to the increase in the number of outstanding  shares of Stock as a
result of such dividend.  Whenever the number of shares of Stock receivable upon
conversion  is  adjusted  as herein  provided,  the  Conversion  Price  shall be
adjusted by multiplying the applicable  Conversion  Price  immediately  prior to
such  adjustment  by a fraction,  the  numerator of which shall be the number of
shares of Stock receivable upon conversion  immediately prior to such adjustment
and the  denominator of which shall be the number of shares of Stock  receivable
immediately after such adjustment.

<PAGE>

 4.      BORROWER'S REPRESENTATIONS AND WARRANTIES:  Borrower represents and
warrants to Lender as follows:

         (a)      GOOD STANDING.  Borrower is a duly formed corporation,  duly
organized and in good standing, under the laws of Texas and has the power to own
its property and to carry on its business in each jurisdiction in which Borrower
operates.

         (b) AUTHORITY AND COMPLIANCE.  Borrower has full power and authority to
enter into this  Agreement,  to make the  borrowing  hereunder,  to execute  and
deliver the Note and to incur the indebtedness described in this Agreement,  all
of which has been duly authorized by all proper and necessary  corporate action.
No further  consent  or  approval  of any  public  authority  is  required  as a
condition  to the  validity of this  Agreement  or the Note,  and Borrower is in
compliance with all laws and regulatory requirements to which it is subject.

         (c)     BINDING AGREEMENT. This Note when issued and delivered pursuant
hereto for value received will constitute the valid and legally binding
obligation of Borrower in accordance with its terms.

         (d) LITIGATION.  There are no proceedings  pending or, to the knowledge
of Borrower,  threatened before any court or administrative agency which will or
may have a material  adverse effect on the financial  condition or operations of
Borrower or any  subsidiary,  except as disclosed to Lender in writing  prior to
the date of this Agreement.

         (e) NO  CONFLICTING  AGREEMENTS.  There are no charter,  bylaw or stock
provisions of Borrower and no provisions  of any existing  agreement,  mortgage,
indenture or contract binding on Borrower or affecting its property, which would
conflict with or in any way prevent the execution,

<PAGE>

delivery, or carrying out of the terms of this Agreement and the Note.

         (f) TAXES. All income taxes and other taxes due and payable through the
date of this Agreement have been paid prior to becoming delinquent.

5.       DEFAULT PROVISIONS:

         (a) EVENTS OF DEFAULT AND ACCELERATION OF MATURITY: LENDER MAY, WITHOUT
NOTICE OR DEMAND,  (except as  otherwise  required by statute),  ACCELERATE  THE
MATURITY OF THIS NOTE AND DECLARE THE ENTIRE  UNPAID  PRINCIPAL  BALANCE AND ALL
ACCRUED  INTEREST AT ONCE DUE AND PAYABLE IF (EACH OF SUCH EVENTS OR  CONDITIONS
DESCRIBED  IN CLAUSES  (I)  THROUGH  (IV) BELOW  BEING  REFERRED TO HEREIN AS AN
"EVENT OF DEFAULT"):

                  (i) There is default  in the  payment  of any  installment  of
         principal,  interest,  or any other sum  required  to be paid under the
         terms of this Note,  and Borrower has failed to cure such default after
         ten (10) days' written notice to Borrower; or

                  (ii)  There is  default in the  performance  of any  covenant,
         condition,  or  agreement  contained  in, or any  breach or  threatened
         breach by Borrower  under,  this Note,  and Borrower has failed to cure
         such default after twenty (20) days' written notice to Borrower; or

                  (iii)  There is a  default,  breach  or  threatened  breach by
         Borrower  under  any  contract,  agreement,   document,  instrument  or
         certificate executed, alone or together with third parties, by Borrower
         and Lender (or by Borrower  for the benefit of Lender),  subject to the
         lapse  of any  cure  period  expressly  set  forth  in  such  contract,
         agreement, instrument or certificate; or

<PAGE>

                  (iv)   Borrower or any guarantor files for bankruptcy, becomes
 insolvent, or dissolves.

         (b) WAIVER BY BORROWER:  BORROWER AND ALL OTHER PARTIES LIABLE FOR THIS
NOTE WAIVE DEMAND, NOTICE OF INTENT TO DEMAND,  PRESENTMENT FOR PAYMENT,  NOTICE
OF NONPAYMENT,  PROTEST, NOTICE OF PROTEST, GRACE, NOTICE OF DISHONOR, NOTICE OF
INTENT TO ACCELERATE MATURITY, NOTICE OF ACCELERATION OF MATURITY, AND DILIGENCE
IN COLLECTION.  EACH MAKER, SURETY,  ENDORSER, AND GUARANTOR OF THIS NOTE WAIVES
AND AGREES TO ONE OR MORE  EXTENSIONS FOR ANY PERIOD OR PERIODS OF TIME, AND ANY
PARTIAL PAYMENTS,  BEFORE OR AFTER MATURITY,  WITHOUT PREJUDICE TO THE HOLDER OF
THIS NOTE. EACH MAKER, SURETY,  ENDORSER, AND GUARANTOR WAIVES NOTICE OF ANY AND
ALL RENEWALS, EXTENSIONS, REARRANGEMENTS, AND MODIFICATIONS OF THIS NOTE.

         (c) NON-WAIVER BY LENDER: Any previous extension of time,  forbearance,
failure to pursue some remedy,  acceptance  of late  payments,  or acceptance of
partial  payment  by  Lender,  before  or  after  the  Maturity  Date,  does not
constitute a waiver by Lender of its  subsequent  right to strictly  enforce the
collection of this Note according to its terms.

         (d)      OTHER REMEDIES NOT REQUIRED:  Lender shall not be required to
first file suit,  exhaust all remedies,  or enforce its rights against any
security in order to enforce payment of this Note.

         (e) ATTORNEY'S  FEES: If Lender requires the services of an attorney to
enforce  the  payment of this Note,  or if this Note is  collected  through  any
lawsuit, probate,  bankruptcy, or other judicial proceeding,  Borrower agrees to
pay  Lender  an  amount  equal  to its  reasonable  attorney's  fees  and  other
collection  costs.  This provision shall be limited by any applicable  statutory
restrictions relating to the collection of attorney's fees.

<PAGE>

         (f) RIGHT OF SET-OFF. Borrower hereby authorizes Lender, to the maximum
extent permitted under and in accordance with applicable laws, at any time after
the  occurrence  of an  Event of  Default,  to  set-off  and  apply  any and all
deposits, funds or assets at any time held and any and all other indebtedness at
any time owing by Lender to or for the credit or the account of Borrower against
any and all amounts  due under this Note,  whether or not Lender  exercises  any
other right or remedy  hereunder  and whether or not such amounts due under this
Note are then matured.

6. LENDER'S  REMEDIES:  Upon the  occurrence of an Event of Default and while it
may  continue  uncured,  Lender,  without  notice of any kind,  may, at Lender's
option:  (i) by notice to Borrower,  terminate  its  obligation to fund Advances
hereunder;  (ii) declare the principal and accrued  interest  outstanding  under
this  Note,  in whole or in part,  immediately  due and  payable;  and/or  (iii)
exercise any other rights and remedies  available to Lender under this Note,  or
applicable  laws;  except  that  upon the  occurrence  of an  Event  of  Default
described  in  subsection  5(a)(iv),  all the  principal  and  accrued  interest
outstanding under this Note shall  automatically be immediately due and payable,
and  Lender's   obligation  to  fund  Advances  hereunder  shall   automatically
terminate,  without notice of any kind (including  without  limitation notice of
intent  to  accelerate  and  notice  of  acceleration)  to  Borrower  or to  any
guarantor, or to any surety or endorser of this Note, or to any other person.

         Notwithstanding  any other provision of this Note,  Borrower and Lender
each agree that neither  this Note nor any amount owed under this Note  (whether
principal,  interest or otherwise) is subject to that certain Security Agreement
between Borrower and Lender,  dated January 1, 1998 (the "Security  Agreement").
Except as expressly stated in the foregoing sentence,  neither this Note nor any
of the  provisions  of this Note shall  modify,  amend,  supplement or limit the
terms or enforceability of the Security Agreement.

<PAGE>

7.       MISCELLANEOUS PROVISIONS:

         (a)      SUBSEQUENT HOLDER: All references to Lender in this Note shall
also refer to any subsequent owner or holder of this Note by transfer,
assignment, endorsement, or otherwise.

         (b) TRANSFER: Borrower acknowledges and agrees that Lender may transfer
this  Note or  partial  interests  in the  Note to one or  more  transferees  or
participants.  Borrower  authorizes Lender to disseminate any information it has
pertaining to the loan evidenced by this Note,  including,  without  limitation,
credit  information  on Borrower  and any  guarantor  of this Note,  to any such
transferee or participant or prospective transferee or participant.

         (c) OTHER  PARTIES  LIABLE:  All  promises,  waivers,  agreements,  and
conditions  applicable to Borrower  shall  likewise be applicable to and binding
upon any other parties  primarily or secondarily  liable for the payment of this
Note, including all guarantors, endorsers, and sureties.

         (d)  SUCCESSORS  AND  ASSIGNS:  The  provisions  of this Note  shall be
binding upon and for the benefit of the successors,  assigns,  heirs, executors,
and  administrators of Lender and Borrower.  Lender may freely assign its rights
and obligations,  in whole or in part, under this Note.  Borrower may not assign
any of its rights and obligations, in whole or in part, under this Note.

         (e) NO DUTY OR SPECIAL RELATIONSHIP:  Borrower acknowledges that Lender
has no duty  of good  faith  to  Borrower,  and  Borrower  acknowledges  that no
fiduciary,  trust,  or other  special  relationship  exists  between  Lender and
Borrower.

<PAGE>

         (f)  MODIFICATIONS:  Any modifications  agreed to by Lender relating to
the release of liability of any of the parties  primarily or secondarily  liable
for the  payment of this Note,  or  relating to the  release,  substitution,  or
subordination  of all or part of the  security  for this  Note,  shall in no way
constitute a release of liability  with respect to the other parties or security
not covered by such modification.

         (g) ENTIRE  AGREEMENT.  Borrower warrants and represents that this Note
constitutes the entire agreement between Borrower and Lender with respect to the
loan  evidenced  by this Note and agrees  that no  modification,  amendment,  or
additional  agreement  with  respect  to such loan or the  advancement  of funds
thereunder will be valid and  enforceable  unless made in writing signed by both
Borrower and Lender.

         (h) BORROWER'S  ADDRESS FOR NOTICE:  All notices required to be sent by
Lender to Borrower shall be sent by U.S. Mail,  postage  prepaid,  to Borrower's
Address for Notice  stated on the first page of this Note,  until  Lender  shall
receive written notification from Borrower of a new address for notice.

         (i)  LENDER'S  ADDRESS  FOR  PAYMENT:  All sums  payable by Borrower to
Lender shall be paid at Lender's Address for Payment stated on the first page of
this Note, or at such other address as Lender shall designate from time to time.

         (j)      BUSINESS  USE:  Borrower  warrants  and  represents  to Lender
that the proceeds of this Note will be used solely for business or commercial
purposes, and in no way will the proceeds be used for personal, family, or
household purposes.

         (k) CHAPTER 15 NOT APPLICABLE:  It is understood that Chapter 15 of the
Texas  Credit  Code

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relating to certain revolving credit loan accounts and tri-party accounts is not
applicable to this Note.

         (l) APPLICABLE  LAW: THIS NOTE HAS BEEN EXECUTED AND DELIVERED IN TEXAS
AND SHALL BE CONSTRUED IN ACCORDANCE  WITH THE  APPLICABLE  LAWS OF THE STATE OF
TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO TRANSACTIONS IN
TEXAS.

         (m)      NO ORAL AGREEMENTS: THIS NOTE  REPRESENTS THE FINAL  AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE  CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


<PAGE>

         EXECUTED this 27th day of April, 1999.

Borrower:                    UNCOMMON CARE, INC., a Texas corporation

                             By:        /s/ George R. Bouchard
                                        ---------------------------
                             Name:        George R. Bouchard
                                        ---------------------------
                                Title:    President
                                        ---------------------------

LENDER:                      AMERICAN PHYSICIANS SERVICE GROUP, INC.,
                               a Texas corporation

                                 By:     Duane Boyd
                                        ---------------------------
                                Name:    Duane Boyd
                                        ---------------------------
                                Title:   Senior VP
                                        ---------------------------