Exhibit 10.79

                             SUBORDINATION AGREEMENT

         THIS SUBORINATION  AGREEMENT is made as of the 16th day of June, 1999,
by and between American  Physicians Service Group, Inc., a Texas corporation
(the "Creditor"), and APSC, INC., a Delaware corporation ("APSC").


                              W I T N E S S E T H:

WHEREAS, the Creditor has extended certain loans and financial accommodations to
APS Consulting,  Inc., a Texas  corporation (the "Company")  pursuant to certain
refinancing  agreements,  loan agreements and instruments executed in connection
therewith (collectively, the "Creditor Agreements"); and

         WHEREAS, the Company is indebted to the Creditor, which indebtedness is
secured  by  certain  security  interests  in the  assets  of the  Company  (the
"Creditor Collateral") pursuant to the Creditor Agreements; and

         WHEREAS,  pursuant to the terms of that certain  Loan  Agreement by and
between the Company and APSC,  and that certain  Promissory  Note by and between
the Company and APSC, both dated as of June 16, 1999,  (collectively,  the "Loan
Agreement"), APSC may, from time to time, advance funds to the Company; and

         WHEREAS,  pursuant to the terms of that certain  Security  Agreement by
and  between the Company  and APSC,  of even date with the Loan  Agreement  (the
"APSC Security Agreement"), APSC desires to obtain a security interest in all of
the assets of the Company (the "APSC Collateral") that is senior to the security
interests held by Creditor; and

         WHEREAS,  the Creditor  and APSC wish to enter into certain  agreements
with respect to the administration of their respective security interests in the
Creditor Collateral and the APSC Collateral;

         NOW, THEREFORE, the parties hereto agree as follows:

         1.       The Creditor  consents to the  execution  and delivery by the
Company of the Loan  Agreement  and the APSC Security Agreement.

         2.  Notwithstanding  any  provisions  to the  contrary in the  Creditor
Agreements or the APSC Security  Agreement,  the respective orders or priorities
which would  ordinarily  result from the time of granting and the time and place
of  perfection  of the  respective  security  interests of the Creditor and APSC
under the Uniform Commercial Code as in effect in any jurisdiction or otherwise:

                  (a)      the  security  interest  of APSC in all the assets of
         the  Company  shall be superior to and have priority over the security
         interest of the Creditor in the APSC Collateral; and

<PAGE>

                  (b)      the  security  interest of the Creditor in the
         Creditor  Collateral  shall be junior to and be subordinate to the
         security interest of APSC.

         3. APSC agrees to give the Creditor notice of any default, acceleration
or  enforcement  of its  security  interest  under the Loan  Agreement,  and the
Creditor  agrees  to  give  to  APSC  notice  of any  default,  acceleration  or
enforcement of its security interest under the Creditor Agreements, in each case
prior to or concurrently with the giving of such notice to the Company.

         4. At such time as the Company's  obligations to the Creditor  pursuant
to the Creditor  Agreements  shall have been paid and  discharged  in full,  the
Creditor will assign its security interest in all of the Creditor  Collateral to
APSC and deliver to APSC all instruments and documents  included in the Creditor
Collateral  and in the  possession  of the  Creditor.  The Company  consents and
agrees to such transfer and agrees that any such instruments and documents shall
thereafter  be held by APSC  subject  to the  provisions  of the  APSC  Security
Agreement.  The cost and expense of effectuating  such assignment shall be borne
by the Company.

         5. The  Creditor  shall not  assign or  transfer  any claim  against or
interest  of any  kind in the  Creditor  Collateral  to any  person  while  this
Agreement  remains in effect  unless  such  person  shall  execute an  agreement
reasonably satisfactory to APSC to be bound by this Agreement.

         6. APSC shall not assign or transfer  any claim  against or interest of
any kind in the APSC  Collateral to any person while this  Agreement  remains in
effect unless such person shall execute an agreement reasonably  satisfactory to
the Creditor to be bound by this Agreement.

         7. In the event of  commencement  of  foreclosure  or other exercise of
remedies under the Creditor Agreements and under the Loan Agreement and Security
Agreement,  the  Creditor  and APSC  will  cooperate  in the  exercise  of their
respective remedies.

         8. (a) All notices and reports  required to be given hereunder shall be
hand  delivered or sent by prepaid  certified  mail,  return  receipt  requested
(confirmed  by telefax if possible)  and shall be deemed to have been given when
received. Notices and reports to the Creditor shall be addressed to the Creditor
at:

                                    AMERICAN PHYSICIANS SERVICE GROUP, INC.
                                    1301 Capital of Texas Highway, Suite C-300
                                    Austin, Texas 78746
                                    Telephone No.:  512-314-4301
                                    Telefax No.:  512-314-4398

<PAGE>

and notices and reports to APSC shall be addressed to APSC at:

                                   APSC, Inc.

                                    1301 Capital of Texas Highway, Suite C-300
                                    Austin, Texas 78746
                                    Telephone No.:  512-314-4301
                                    Telefax No.:  512-314-4398

or such other person or at such other address as either the Creditor or APSC may
from time to time specify.

                  (b) APSC will give the Creditor prompt notice of any amendment
to or extension or termination of the Loan Agreement or the Security  Agreement,
and of any other agreement,  document or instrument relating to or affecting the
APSC  Collateral  or providing  for the  extension to the Company of  additional
credit.  The  Creditor  will give APSC  prompt  notice  of any  amendment  to or
extension or termination of the Creditor Agreements, and of any other agreement,
document or  instrument  relating to or  affecting  the Creditor  Collateral  or
providing for the extension to the Company of additional  credit.  In each case,
the  notifying  party shall provide the other party with a copy of an agreement,
document or instrument referred to in its notice.

         9. If any dispute shall arise  between the parties  hereto with respect
to this  Agreement  or with  respect to the rights or  obligations  hereunder of
either party,  the parties agree to submit to  arbitration  in Austin,  Texas in
accordance  with  the  rules  of  the  American  Arbitration   Association  then
obtaining.

         10.      THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS.

         11.      THE  PARTIES  HERETO  DO  HEREBY  WAIVE  ANY AND ALL  RIGHT TO
A TRIAL BY JURY IN ANY  ACTION  OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.

                                     AMERICAN PHYSICIANS SERVICE GROUP, INC.



                                     By:         /s/ W.H. Hayes
                                                ----------------------------

                                     Print Name:  W.H. Hayes
                                                ----------------------------

                                     Title:      Sr. V.P. - Finance
                                                ----------------------------




                                     APSC, INC.


                                     By:           /s/ Duane Boyd
                                                ---------------------------

                                     Print Name:   Duane Boyd
                                                ---------------------------

                                     Title:        President
                                                ---------------------------

The undersigned  acknowledges  receipt of a copy of the foregoing  Agreement and
consent to the provision thereof:

APS CONSULTING, INC.


By:          /s/ James J. Connors
            ----------------------------

Print Name:   James J. Connors
            ----------------------------

Title:       President
            ----------------------------