Exhibit 10.105

                              CONSULTING AGREEMENT

         This Consulting Agreement (this "Agreement") is by and between APS
Investment Services, Inc., a Delaware corporation ("APSIS") and William A.
Searles, an individual ("Consultant"), and shall be effective as of April 1,
2002 (the "Effective Date").

                             Preliminary Statements

         Consultant desires to provide consulting and related services to APSIS
upon the terms and conditions stated herein, and APSIS desires to engage and
compensate Consultant in such capacity provided that, in so doing, it can
protect its confidential information, business, accounts, patronage and
goodwill.

         APSIS and Consultant have specifically determined that the terms of
this Agreement are fair and reasonable.

                             Statement of Agreement

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for other good, valuable and binding consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:

                                   ARTICLE I.
                      Term; Termination; Prior Agreements.

         Section 1.1    TERM.  APSIS hereby  engages  Consultant and  Consultant
accepts such engagement for a term of three years commencing on the Effective
Date.

         Section 1.2 TERMINATION UPON EXPIRATION. Unless earlier terminated by
APSIS or Consultant in accordance with the terms of this Agreement, this
Agreement shall terminate automatically upon the expiration of the three-year
term described in Section 1.1.

         Section 1.3 TERMINATION UPON DEATH OR PERMANENT DISABILITY. This
Agreement shall be automatically terminated on the death of Consultant or on the
permanent disability of Consultant if Consultant is no longer able to perform in
all material respects the services required hereunder. For purposes hereof, any
condition which in reasonable likelihood is expected to impair Consultant's
ability to materially perform Consultant's duties hereunder for a period of
three months or more shall be considered to be permanent.

         Section 1.4 TERMINATION FOR CAUSE. If this Agreement has not been
previously terminated, and no party has previously given notice of termination
pursuant to Section 1.5, Section 1.6 or Section 1.7, then APSIS may terminate
this Agreement "for cause" if:

                  (a) In connection with the business of APSIS, Consultant is
convicted of an offense constituting a felony or involving moral turpitude; or
<PAGE>

                  (b) in a material and substantial way, (i) Consultant (A)
violates any written policy of APSIS, (B) violates any provision of this
Agreement, or (C) fails to use good-faith efforts to perform the services
required pursuant to this Agreement; and (ii) Consultant fails to materially
cure such violation or failure within fifteen days after receiving written
notice from APSIS's Board of Directors (the "Board") clearly specifying the act
or circumstances that gave rise to such violation or failure.

         A notice of termination pursuant to this Section shall be in writing
and shall state the alleged reason for termination. Consultant, within not less
than fifteen nor more than thirty days after such notice, shall be given the
opportunity to appear before the Board, or a committee thereof, to rebut or
dispute the alleged reason for termination. If the Board or committee
determines, by a majority of the disinterested directors, after having given
Consultant the opportunity to rebut or dispute the allegations, that such reason
is indeed valid, APSIS may immediately terminate this Agreement for cause.
Immediately upon giving the notice contemplated by this paragraph, APSIS may
elect, during the pendency of such inquiry, to relieve Consultant of
Consultant's obligations under this Agreement.

         Section 1.5 TERMINATION FOR GOOD REASON. Any termination by Consultant
of this Agreement pursuant to this Section shall be deemed a termination by
Consultant for "good reason". Consultant may terminate this Agreement for good
reason any time after a Change of Control in accordance with any of the
following (with the further agreement that any election by Consultant to not
terminate this Agreement pursuant to this Section following a particular Change
of Control shall not prevent the application of this Section to a subsequent
Change of Control):

                  (a) Consultant may terminate this Agreement for any or no
reason upon six months prior written notice, which notice cannot be given before
the consummation of such Change of Control or after the expiration of the term
of this Agreement pursuant to Section 1.1;

                  (b) Consultant may terminate this Agreement upon thirty days
prior written notice if Consultant's base compensation, as provided hereunder,
is diminished;

                  (c) Consultant may terminate this Agreement upon thirty days
prior written notice if APSIS requires that Consultant move to a city other than
Austin, Texas or Locust, New Jersey;

                  (d) Consultant may terminate this Agreement upon thirty days
prior written notice if the Board or any person authorized to act by the Board
(for purposes of this Agreement, any such authorized person is referred to as an
"Authorized Board Designee") materially and unreasonably interferes with
Consultant's ability to fulfill Consultant's responsibilities hereunder; or

                  (e) Consultant may terminate this Agreement upon thirty days
prior written notice if Consultant is reassigned to a position with diminished
responsibilities, or Consultant's responsibilities hereunder are materially
narrowed or diminished.

         Without limiting the provisions of Section 1.8 hereof, Consultant
agrees that APSIS can relieve Consultant of Consultant's obligations hereunder
<PAGE>

prior to the end of the applicable notice period provided for in this Section,
and in such event, Consultant shall not thereafter be entitled to any of the
benefits or compensation described in Article III hereof. Furthermore, if the
term of this Agreement expires pursuant to Section 1.1 prior to the end of any
notice period otherwise required under this Section, then the applicable notice
period does not apply and notice may be given at any time prior to expiration
pursuant to Section 1.1.

         Section 1.6 TERMINATION OF AGREEMENT BY APSIS WITHOUT CAUSE. APSIS has
the right to terminate this Agreement, other than "for cause," on 30 days prior
written notice. Any termination of this Agreement by APSIS other than pursuant
to the express terms of Section 1.2, Section 1.3 or Section 1.4 shall be deemed
a termination pursuant to this Section, irrespective of whether the notice
required under this Section is properly given.

         Section 1.7 TERMINATION OF AGREEMENT BY CONSULTANT WITHOUT GOOD REASON.
Consultant may terminate this Agreement other than for "good reason" upon 30
days prior written notice stating that this Agreement is terminated other than
for "good reason". Consultant agrees that APSIS can relieve Consultant of
Consultant's obligations hereunder prior to the end of such 30 day notice
period, and in such event, Consultant shall not thereafter be entitled to any of
the benefits or compensation described in Article III hereof.

         Section 1.8   CONSULTANT'S RIGHTS UPON TERMINATION. Upon termination of
this Agreement,  Consultant shall be entitled to the following:

                  (a) If this Agreement is terminated pursuant to Section 1.2,
Section 1.3, Section 1.4, or Section 1.7 then APSIS shall pay Consultant or
Consultant's representative, as the case may be, Consultant's then-current base
compensation (excluding any bonuses and non-cash benefits) through the effective
date of termination (which, in the case of Section 1.7, shall follow any portion
of the applicable notice period during which Consultant has not been relieved of
Consultant's obligations hereunder), and APSIS shall have no further obligations
hereunder.

                  (b) If APSIS terminates this Agreement without cause pursuant
to Section 1.6, or Consultant terminates this Agreement pursuant to Section 1.5,
then, in addition to receiving Consultant's then current base compensation
through the effective date of termination:

                           (i) Consultant shall receive within 15 days of the
         effective date of termination a lump-sum payment equal to the greater
         of (A) two and 99/100 (2.99) times the average annual total cash
         compensation earned by Consultant for the prior five years (including,
         without limitation, base compensation and bonus), or (B) the total cash
         compensation that would otherwise have been payable to Consultant
         throughout the remainder of the term of this Agreement assuming that
         Consultant's current compensation (including the amount of any bonuses
         for the immediately preceding calendar year) would have remained the
         same throughout the remainder of the term; and

                           (ii) unless the termination was by Consultant
         pursuant to Section 1.5(a), Consultant shall be released from the
         provisions of Section 4.2, notwithstanding that the provisions of such
         Section would otherwise survive termination of this Agreement pursuant
         to Section 1.9.
<PAGE>

         Consultant and APSIS agree that the effective date of any termination
pursuant to Section 1.5 shall be the earlier of the end of the applicable notice
period, if any, or the date on which APSIS relieves Consultant of Consultant's
obligations hereunder. Consultant and APSIS agree that the effective date of any
termination pursuant to Section 1.6 hereof shall be only upon the expiration of
the 30 day notice period described in Section 1.6, regardless of whether APSIS
earlier relieves Consultant of Consultant's obligations hereunder. Furthermore,
if this Agreement is terminated after a Change of Control, and Consultant holds
any rights or options exercisable or exchangeable for, or convertible into, a
class of capital stock of APSIS that is not or will not be publicly traded on
the NASDAQ or another national exchange after such termination or Change of
Control, then APSIS agrees to buy from Consultant all such rights and options
that have an exercise price below the per share price assigned to the capital
stock in the Change of Control, or if no price was assigned, the per share
market price on the date of the Change of Control (whichever price is
applicable, the "Market Price"). The purchase price for each such right or
option shall be determined by multiplying the number of shares of capital stock
that may be acquired using such right or option by the difference between the
exercise price stated in such right or option and the Market Price.

         Section 1.9 SURVIVAL. Any termination of this Agreement shall not
release either APSIS or Consultant from their respective obligations to the date
of termination nor from the provisions of this Agreement which, by necessary or
reasonable implication, are intended to apply after termination of this
Agreement, including, without limitation, the provisions of Article IV.
Furthermore, the termination of this Agreement shall not affect, limit, or
modify in any manner the existence or enforceability of any other written
agreement between Consultant and APSIS.

         Section 1.10 "CHANGE OF CONTROL." As used in this Agreement, "Change of
Control" shall mean the occurrence of any of the following with respect to
American Physicians Service Group, Inc., a Texas corporation ("APS"):

                  (a) Any person, entity or "group" within the meaning of ss.
13(d) or 14(d) of the of the Securities and Exchange Act of 1934 (the "Exchange
Act") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than 50% of the combined voting power of the
then outstanding voting securities of APS entitled to vote generally in the
election of the APS's Board of Directors (the "APS Board");

                  (b) a merger, reorganization or consolidation whereby APS's
equity holders existing immediately prior to such merger, reorganization or
consolidation do not, immediately after consummation of such reorganization,
merger or consolidation, own more than 50% of the combined voting power of the
surviving entity's then outstanding voting securities entitled to vote generally
in the election of directors;

                  (c) the sale of all or substantially all of APS's assets to an
entity in which APS, any subsidiary of APS, or APS's equity holders existing
immediately prior to such sale beneficially own less than 50% of the combined
voting power of such acquiring entity's then outstanding voting securities
entitled to vote generally in the election of directors; or

                  (d) any change in the identity of directors constituting a
majority of the APS Board within a twenty-four month period unless the change
<PAGE>

was approved by a majority of the Incumbent Directors, where "Incumbent
Director" means a member of the APS Board at the beginning of the period in
question, including any director who was not a member of the APS Board at the
beginning of such period but was elected or nominated to the APS Board by, or on
the recommendation of or with the approval of, at least two-thirds of the
directors who then qualified as Incumbent Directors.

         Notwithstanding any contrary construction of this Section, a "Change of
Control" shall not have occurred for purposes of this Agreement if, following
the event or circumstances that would otherwise have constituted a Change of
Control, Consultant is a member of the board of directors, an executive officer,
a shareholder, or a consultant of APS (or the surviving or acquiring entity, as
the case may be), or a parent company of APS (or the surviving or acquiring
entity).

                                   ARTICLE II.
                              Duties of Consultant

         Consultant during the term hereof shall serve as Chairman of the Board.
In such capacity, Consultant shall provide advice and consultation regarding
both the strategic and operational aspects of APSIS's business and perform such
other duties as are agreed upon between Consultant and the Board.

         Consultant shall devote substantially the same amount of Consultant's
professional time to providing advisory services and consultation hereunder that
Consultant devoted prior to the date of this Agreement. Consultant shall use
Consultant's best efforts to promote the interests of APSIS and APSIS's
Affiliates, and to preserve their goodwill with respect to their employees,
customers, suppliers and other persons having business relations with APSIS.
Consultant agrees to accept and hold all such offices and/or directorships with
APSIS and APSIS's Affiliates as to which Consultant may, from time to time, be
elected. For purposes of this Agreement, APSIS's subsidiaries, parent companies
and other affiliates are collectively referred to as "Affiliates."

         APSIS and Consultant intend to establish a legal relationship whereby
the services provided for APSIS by Consultant are provided in the capacity of an
independent contractor. Consultant is not an employee, agent, joint venturer, or
partner of APSIS.

                                  ARTICLE III.
                      Compensation; Expense Reimbursements

         Section 3.1 COMPENSATION. As compensation for Consultant's services
under and during the term of this Agreement (or until terminated pursuant to the
provisions hereof) APSIS shall pay Consultant $6,000 per calendar month
(prorated for partial months), payable in accordance with the regular payroll
practices of APSIS, as in effect from time to time. In addition, Consultant may
be paid an incentive amount based upon non-discretionary criteria such as
APSIS's achieving certain levels of return on capital and corresponding
compensation levels as may be agreed upon from time to time. All compensation
shall be subject to withholding as required by law or in accordance with APSIS's
then-current withholding policies.

         Section 3.2 EXPENSES. APSIS shall reimburse all reasonable
out-of-pocket travel and business expenses incurred by Consultant in connection
with the performance of Consultant's duties pursuant to this Agreement.
Consultant shall provide APSIS with documentation of Consultant's expenses, in a
form acceptable to APSIS and which satisfies applicable federal income tax
reporting and record keeping requirements.
<PAGE>

                                   ARTICLE IV.
                       Consultant's Restrictive Covenants

         Section 4.1 Confidentiality Agreement. Consultant acknowledges that
Consultant has been and will continue to be exposed to confidential information
and trade secrets ("Proprietary Information") pertaining to, or arising from,
the business of APSIS and/or APSIS's Affiliates, that such Proprietary
Information is unique and valuable and that APSIS and/or APSIS's Affiliates
would suffer irreparable injury if this information were divulged to those in
competition with APSIS or APSIS's Affiliates. Therefore, Consultant agrees to
keep in strict secrecy and confidence, both during and after the term of this
Agreement, any and all information which Consultant acquires, or to which
Consultant has access, during the term of this Agreement, that has not been
publicly disclosed by APSIS or APSIS's Affiliates, that is not a matter of
common knowledge by their respective competitors or that is not required to be
disclosed through legal process. The Proprietary Information covered by this
Agreement shall include, but shall not be limited to, information relating to
any inventions, processes, software, formulae, plans, devices, compilations of
information, technical data, mailing lists, management strategies, business
distribution methods, names of suppliers (of both goods and services) and
customers, names of employees and terms of employment, arrangements entered into
with suppliers and customers, including, but not limited to, proposed expansion
plans of APSIS, marketing and other business and pricing strategies, and trade
secrets of APSIS and/or APSIS's Affiliates.

         Except with prior approval of the Board or any Authorized Board
Designee, Consultant will not, either during or after the term of this
Agreement: (a) directly or indirectly disclose any Proprietary Information to
any person except authorized personnel of APSIS; nor, (b) use Proprietary
Information in any manner other than in furtherance of the business of APSIS.
Within forty-eight hours of termination of this Agreement, Consultant will
deliver to APSIS (without retaining copies thereof) all documents, records or
other memorializations including copies of documents and any notes which
Consultant has prepared, that contain Proprietary Information or relate to
APSIS's or APSIS's Affiliates' business, all other tangible Proprietary
Information in Consultant's possession or control, and all of APSIS's and the
Affiliates' credit cards, keys, equipment, vehicles, supplies and other
materials that are in possession or under Consultant's control.

         Section 4.2 NONSOLICITATION AGREEMENT. During Consultant's provision of
services hereunder and for a period of three years after Consultant ceases to
provide services hereunder, Consultant shall not, directly or indirectly, for
Consultant's own account or otherwise (i) solicit business from, divert business
from, or attempt to convert to other methods of using the same or similar
products or services as provided by APSIS or APSIS's Affiliates, any client,
account or location of APSIS or APSIS's Affiliates with which Consultant has had
any contact as a result of Consultant's provision of services hereunder; or (ii)
solicit for employment or employ any employee or former employee of APSIS or
APSIS's Affiliates.
<PAGE>

         Section 4.3 REMEDIES. Consultant understands and acknowledges damages
at law alone will be an insufficient remedy for APSIS and APSIS will suffer
irreparable injury if Consultant violates the terms of this Agreement.
Accordingly, APSIS, upon application to a court of competent jurisdiction, shall
be entitled to injunctive relief to enforce the provisions of this Agreement in
the event of any breach, or threatened breach, of its terms. Consultant hereby
waives any requirement that APSIS post bond or other security prior to obtaining
such injunctive relief. Injunctive relief may be sought in addition to any other
available rights or remedies at law. APSIS shall additionally be entitled to
reasonable attorneys' fees incurred in enforcing the provisions of this
Agreement.

                                   ARTICLE V.
                                  Miscellaneous

         Section 5.1 ASSIGNMENT. No party to this Agreement may assign this
Agreement or any or all of its rights or obligations hereunder without first
obtaining the written consent of all other parties hereto. Any assignment in
violation of the foregoing shall be null and void. Subject to the preceding
sentences of this Section, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, legal representatives, successors and permitted assigns. This
Agreement shall not be deemed to confer upon any person not a party to this
Agreement any rights or remedies hereunder. The provisions of this Section do
not preclude the sale, transfer or assignment of the ownership interests of any
entity that is a party to this Agreement, although such a sale, transfer or
assignment may be expressly prohibited or conditioned pursuant to other
provisions of this Agreement.

         Section 5.2    AMENDMENTS.  This Agreement cannot be modified or
amended  except by a written  agreement  executed by all parties hereto.

         Section 5.3 WAIVER OF PROVISIONS; REMEDIES CUMULATIVE. Any waiver of
any term or condition of this Agreement must be in writing, and signed by all of
the parties hereto. The waiver of any term or condition hereof shall not be
construed as either a continuing waiver with respect to the term or condition
waived, or a waiver of any other term or condition hereof. No party hereto shall
by any act (except by written instrument pursuant to this Section), delay,
indulgence, omission or otherwise be deemed to have waived any right, power,
privilege or remedy hereunder or to have acquiesced in any default in or breach
of any of the terms and conditions hereof. No failure to exercise, nor any delay
in exercising, on the part of any party hereto, any right, power, privilege or
remedy hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power, privilege or remedy hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power,
privilege or remedy. No remedy set forth in this Agreement or otherwise
conferred upon or reserved to any party shall be considered exclusive of any
other remedy available to any party, but the same shall be distinct, separate
and cumulative and may be exercised from time to time as often as occasion may
arise or as may be deemed expedient.

         Section 5.4 FURTHER ASSURANCES. At and from time to time after the
Closing, each party shall, at the request of another party hereto, but without
further consideration, execute and deliver such other instruments and take such
other actions as the requesting party may reasonably request in order to more
effectively evidence or consummate the transactions or activities contemplated
hereunder.
<PAGE>

         Section 5.5 ENTIRE AGREEMENT. This Agreement and the agreements
contemplated hereby or executed in connection herewith constitute the entire
agreement of the parties hereto regarding the subject matter hereof and, except
as provided otherwise herein, supersede all prior agreements and understandings,
both written and oral, among the parties hereto with respect to the subject
matter hereof.

         Section 5.6 SEVERABILITY; Illegality. In the event any state or federal
laws or regulations, now existing or enacted or promulgated after the date
hereof, are interpreted by judicial decision, a regulatory agency or legal
counsel in such a manner as to indicate that any provision hereof may be
illegal, invalid or unenforceable, such provision shall be fully severable and
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance
herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a
provision that (a) preserves the underlying economic and financial arrangements
between the parties hereto without substantial economic detriment to any
particular party and (b) is as similar in effect to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
No party to this Agreement shall claim or assert illegality as a defense to the
enforcement of this Agreement or any provision hereof; instead, any such
purported illegality shall be resolved pursuant to the terms of this Section.

         Section 5.7 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES GOVERNING
CONFLICTS OF LAWS) OF THE STATE OF TEXAS.

         Section 5.8 LANGUAGE CONSTRUCTION. This Agreement shall be construed,
in all cases, according to its fair meaning, and without regard to the identity
of the person who drafted the various provisions contained herein. The parties
acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation hereof. As used in this Agreement, "day" or "days" refers
to calendar days unless otherwise expressly stated in each instance. The
captions in this Agreement are for convenience of reference only and shall not
limit or otherwise affect any of the terms or provisions hereof. When the
context requires, the gender of all words used herein shall include the
masculine, feminine and neuter and the number of all words shall include the
singular and plural. Use of the words "herein", "hereof", "hereto", "hereunder"
and the like in this Agreement shall be construed as references to this
Agreement as a whole and not to any particular Article, Section or provision of
this Agreement, unless otherwise expressly noted.

         Section 5.9 NOTICE. Whenever this Agreement requires or permits any
notice, request, or demand from one party to another, the notice, request, or
demand must be in writing to be effective and shall be deemed to be delivered
and received (a) if personally delivered or if delivered by facsimile or courier
<PAGE>

service, when actually received by the party to whom notice is sent or (b) if
delivered by mail (whether actually received or not), at the close of business
on the third business day next following the day when placed in the mail,
postage prepaid, certified or registered, addressed to the appropriate party or
parties, at the address of such party set forth below (or at such other address
as such party may designate by written notice to all other parties in accordance
herewith):

     If to APSIS:                       APS Investment Services, Inc.
                                        1301 Capital of Texas Hwy, Suite C-300
                                        Austin, TX  78746
                                        Attention:  Board of Directors
                                        Facsimile Transmission:  (512) 314-4462


     If to Consultant:                  William A. Searles
                                        179 Hartshorne Rd.
                                        Locust, NJ  07760


         Section 5.10 CHOICE OF FORUM; ATTORNEYS' FEES. THE PARTIES HERETO AGREE
THAT THIS AGREEMENT IS PERFORMABLE IN WHOLE AND IN PART IN TRAVIS COUNTY, TEXAS,
AND SHOULD ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT BE
INSTITUTED BY ANY PARTY HERETO (OTHER THAN A SUIT, ACTION OR PROCEEDING TO
ENFORCE OR REALIZE UPON ANY FINAL COURT JUDGMENT ARISING OUT OF THIS AGREEMENT),
SUCH SUIT, ACTION OR PROCEEDING SHALL BE INSTITUTED ONLY IN A STATE OR FEDERAL
COURT IN TRAVIS COUNTY, TEXAS. EACH OF THE PARTIES HERETO CONSENTS TO THE IN
PERSONAM JURISDICTION OF ANY STATE OR FEDERAL COURT IN TRAVIS COUNTY, TEXAS AND
WAIVES ANY OBJECTION TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING. THE
PARTIES HERETO RECOGNIZE THAT COURTS OUTSIDE TRAVIS COUNTY, TEXAS MAY ALSO HAVE
JURISDICTION OVER SUITS, ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT,
AND IN THE EVENT THAT ANY PARTY HERETO SHALL INSTITUTE A PROCEEDING INVOLVING
THIS AGREEMENT IN A JURISDICTION OUTSIDE TRAVIS COUNTY, TEXAS, THE PARTY
INSTITUTING SUCH PROCEEDING SHALL INDEMNIFY ANY OTHER PARTY HERETO FOR ANY
LOSSES AND EXPENSES THAT MAY RESULT FROM THE BREACH OF THE FOREGOING COVENANT TO
INSTITUTE SUCH PROCEEDING ONLY IN A STATE OR FEDERAL COURT IN TRAVIS COUNTY,
TEXAS, INCLUDING WITHOUT LIMITATION ANY ADDITIONAL EXPENSES INCURRED AS A RESULT
OF LITIGATING IN ANOTHER JURISDICTION, SUCH AS REASONABLE FEES AND EXPENSES OF
LOCAL COUNSEL AND TRAVEL AND LODGING EXPENSES FOR PARTIES, WITNESSES, EXPERTS
AND SUPPORT PERSONNEL. THE PREVAILING PARTY IN ANY ACTION TO ENFORCE OR DEFEND
RIGHTS UNDER THIS AGREEMENT SHALL BE ENTITLED TO RECOVER ITS COSTS AND
REASONABLE ATTORNEYS' FEES IN ADDITION TO ANY OTHER RELIEF GRANTED.

         Section 5.11 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

                            [Signature page follows]

<PAGE>





                                 SIGNATURE PAGE
                                       TO
                              CONSULTING AGREEMENT

         EXECUTED by APSIS and Consultant to be effective for all purposes as of
the Effective Date provided above.

APSIS:                  APS INVESTMENT SERVICES, INC.


                        /s/ George S. Conwill
                        ---------------------------
                        George S. Conwill, President and Chief Executive Officer

CONSULTANT:
                        /s/ William A. Searles
                        -----------------------------
                        William A. Searles