Exhibit 10.47
                                  CONTRIBUTION
                                       AND
                            STOCK PURCHASE AGREEMENT


         This  Contribution  and Stock Purchase  Agreement  (this  "Agreement"),
dated as of  January  1,  1998 (the  "Effective  Time"),  by and among  American
Physicians Service Group, Inc., a Texas corporation  ("APS"),  those individuals
or entities set forth on Appendix I attached hereto (individually an "Additional
Purchaser" and collectively the "Additional  Purchasers"),  Barton  Acquisition,
Inc.,  a Texas  corporation  ("Newco"),  Barton  House,  Ltd.,  a Texas  limited
partnership  ("Barton  House"),  Barton  House at Oakwell  Farms,  Ltd., a Texas
limited partnership  ("Oakwell"),  Uncommon Care, Inc., a Texas corporation (the
"General Partner"),  George R. Bouchard ("Bouchard"),  John H. Trevey ("Trevey")
and  Uncommon  Partners,   Ltd.,  a  Texas  limited  partnership  (the  "Limited
Partner").  Barton  House and Oakwell  are  sometimes  collectively  referred to
herein as the "Partnerships."

                             PRELIMINARY STATEMENTS

         The  General  Partner  is the  sole  general  partner  of  each  of the
Partnerships,  and the Limited Partner, Bouchard and Trevey are the only limited
partners of each of the Partnerships.

         Bouchard and Trevey own one hundred  percent  (100%) of the issued and
outstanding  capital  stock of the General Partner.
<PAGE>


         The  parties  desire  for  Newco to  acquire  substantially  all of the
business and assets of the  Partnerships  and certain of the business and assets
of the General  Partner,  and to assume certain  liabilities of the Partnerships
and the General  Partner,  on the terms and subject to the conditions  contained
herein.

                             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
                         AGREEMENT OF PURCHASE AND SALE

         Section 1.1 CONTRIBUTION OF ASSETS OF  PARTNERSHIPS.  Upon the basis of
the  representations  and warranties,  for the  consideration and subject to the
terms and  conditions  set forth in this  Agreement,  (a) Barton House agrees to
contribute,  as of the  Effective  Time,  100%  of its  Assets  (as  hereinafter
defined) to Newco in exchange for 520,000 shares of Newco's $0.001 par value per
share common stock (the "Common  Stock") and $384,400 and (b) Oakwell  agrees to
contribute,  as of the Effective  Time,  100% of its Assets to Newco in exchange
for 520,000 shares of Common Stock and $106,000.

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<PAGE>

         Section 1.2  CONTRIBUTION  OF ASSETS OF THE GENERAL  PARTNER.  Upon the
basis of the representations  and warranties,  for the consideration and subject
to the terms and conditions  set forth in this  Agreement,  the General  Partner
agrees to contribute to Newco, as of the Effective Time, those assets (including
contracts  and rights  thereunder)  listed or described on Schedule 1.2 attached
hereto in exchange for 200,000 shares of Common Stock .

         Section  1.3  CONTRIBUTION  OF CASH  BY  APS.  Upon  the  basis  of the
representations  and warranties,  for the consideration and subject to the terms
and conditions set forth in this  Agreement,  APS agrees to purchase,  as of the
Effective  Time, from Newco 677,920 shares of Newco's $0.001 par value per share
Convertible  Preferred  Stock (the  "Preferred  Stock") for $1,962,400 (the "APS
Cash Contribution").  The Preferred Stock shall have such rights and preferences
as  provided  in the  organizational  documents  of Newco,  the form of which is
attached hereto as Exhibit A (the "Organizational Documents").

         Section 1.4  CONTRIBUTION  OF CASH BY ADDITIONAL  PURCHASERS.  Upon the
basis of the representations  and warranties,  for the consideration and subject
to the  terms  and  conditions  set  forth in this  Agreement,  each  Additional
Purchaser agrees to purchase, as of the Effective Time, from Newco that specific
number of shares of Common Stock as set forth on Appendix I attached  hereto for
that specific price as set forth on Appendix I attached hereto (the  "Additional
Purchasers' Cash Contribution").


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<PAGE>

         Section 1.5 ASSETS.  The term "Assets" shall include (a) those specific
assets of the General  Partner  listed or  described  on Schedule  1.2  attached
hereto and (b) except for those assets disposed of in the ordinary course of the
Partnerships'  business in a transaction or series of related  transactions  not
exceeding $5,000 in value occurring  between the Effective Time and the Closing,
all of the business and assets,  tangible or intangible,  wherever situated,  of
the  Partnerships  as of the  Effective  Time,  such assets to include,  without
limitation:  all  real  property,  buildings,  furniture,  fixtures,  equipment,
accounts receivable,  inventory,  work in process,  prepaid expenses,  supplies,
vehicles,  all cash and cash  equivalents,  all  securities or other  investment
property,  any cash or other property or amounts received for services  rendered
on or after the Effective Time, all contract rights, all licenses,  certificates
and permits,  the telephone  number(s),  the names of Barton House, Ltd., Barton
House  at  Oakwell  Farms,  Ltd.  and all  patents,  tradenames,  registered  or
unregistered  trademarks and  servicemarks,  copyrights  and other  intellectual
property  (and  all  goodwill  associated  with any  such  patents,  tradenames,
trademarks, servicemarks, copyrights or other intellectual property), all rights
under  or to  computer  software  licensed,  owned  or  used  by  either  of the
Partnerships in their operations,  all rights under or to leasehold improvements
and other fixed  assets  owned or leased by either of the  Partnerships  and all
items of  personal  property  owned or  leased  by  either  of the  Partnerships
including,  without limitation,  all the assets specifically set out on Schedule
1.5 attached  hereto.  Notwithstanding  the foregoing or any other  provision of
this  Agreement,  the following shall not be Assets and shall be retained by the
General Partner or the Partnerships, as the case may be:

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<PAGE>


         (a) the books of account and record  books of the  General  Partner and
the Partnerships (complete and accurate copies of which shall be provided to APS
on or before the Closing Date (as hereinafter defined));

         (b)      their respective rights under this Agreement; and

         (c)      their respective  consideration  for the Assets as described 
                  in Section 1.1 and Section 
                                                      -----------     --------
1.2.
---

         Section  1.6  ASSUMED  LIABILITIES.  At  the  Closing  (as  hereinafter
defined),  Newco shall only assume (a) the obligations of the General Partner or
Partnerships  specifically  described  on Schedule  1.6 hereto,  (b) those trade
payables on open account  incurred by the Partnerships in the ordinary course of
the  Partnerships'  business  from  unrelated  parties and (c) that certain note
dated  June 1, 1997 in the  original  principal  amount of  $100,000,  including
interest  thereon  at the  rate of 12% per  annum  arising  out of a loan by the
Limited  Partner to the General  Partner (the  "Limited  Partners'  Note).  Such
limited  assumption  shall  be  pursuant  to that  certain  general  conveyance,
assignment  and transfer of assets and  assumption of  liabilities,  in the form
attached hereto as Exhibit B (the  "Assignment and Assumption  Agreement") to be
executed by the parties  hereto at the Closing,  effective  as of the  Effective
Time.  With  respect to any lease or other  contract  obligations  reflected  on
Schedule 1.6 or otherwise described in the first sentence of this Section, it is
agreed that Newco will have no  responsibility  whatsoever  for any  breaches or
defaults  which  occurred  prior to the  Effective  Time.  Except  for (a) those
liabilities and obligations  specifically assumed by Newco as provided above and
(b) the  obligations of makers 

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<PAGE>

or guarantors on the notes  described on Schedule
1.6, any and all debts,  liabilities  and obligations of the  Partnerships,  the
General  Partner  and/or any other  parties  hereto,  whether  known or unknown,
absolute, contingent or otherwise (including, but not limited to, federal, state
and local  taxes,  any sales  taxes,  use taxes and  property  taxes,  any taxes
arising from the transactions contemplated by this Agreement and any liabilities
arising  from  any  litigation  or  civil,  criminal  or  regulatory  proceeding
involving or related to the parties hereto or their  business)  shall remain the
sole  responsibility of the party or parties  responsible  therefor prior to the
execution  of  this  Agreement.  At the  Closing,  the  Limited  Partners'  Note
(including  interest thereon) will be paid in full by Newco, or funds sufficient
in an amount to fully pay the  Limited  Partners'  Note will be placed in escrow
with an escrow agent  mutually  acceptable to APS and the Limited  Partner,  and
such funds will be used to pay in full the Limited  Partners'  Note within three
(3) days from the Closing Date.

         Section 1.7  CONVEYANCE  OF NAME.  The General  Partner and each of the
Partnerships  hereby transfer and convey to Newco all right,  title and interest
in and to the  corporate  and  business  name of the General  Partner,  the name
"Uncommon Care" and the name "Barton  House." Each party agrees that,  after the
Closing,  only Newco shall have the right to use "Uncommon  Care" and/or "Barton
House,"  the names of the  Partnerships  and all  other  names  included  in the
Assets. All parties (other than Newco) covenant and agree not to use those names
(or any portion thereof) or any names similar  thereto,  alone or in combination
with other  words or  phrases.  The  General  Partner  covenants  and agrees to,
promptly  after  Closing,  change its name to a name that does not  contain  the
terms "Uncommon",  "Care",  "Barton",  or "House", or 

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<PAGE>

any names similar thereto,
alone or in combination with other words or phrases or any names included in the
Assets.

         Section 1.8 RELEASE OF GUARANTEES.  After the Closing,  Newco shall use
its  reasonable  best  efforts to relieve  Trevey  and  Bouchard  of any and all
responsibility  or  liability  under  or  pursuant  to those  personal  guaranty
obligations  and  obligations  as makers,  listed and  described on Schedule 1.8
attached hereto,  which Trevey and Bouchard hereby represent and warrant (a) are
directly related to one or more specific  liabilities  assumed by Newco pursuant
to Section  1.6, or (b) arose out of, or in  connection  with,  the  purchase of
Assets conveyed to Newco hereunder.

         Section 1.9 STOCK TRANSFER RESTRICTION AND SHAREHOLDERS AGREEMENT.  All
parties  hereto agree,  at the Closing,  to execute that certain Stock  Transfer
Restriction and Shareholders  Agreement in the form attached hereto as Exhibit C
(the "Shareholders Agreement").

         Section  1.10  TRANSFER  OF REAL  PROPERTY.  The  Partnerships  and the
General Partner will be contributing  certain real property interests (the "Real
Property")  which are  included in the  Assets.  Each such  contributor  of Real
Property  is also  referred to in this  Section as the  "Previous  Owner."  With
regard to each such  contribution  of Real Property,  and on the Closing Date of
this  Agreement,  the Previous Owner shall execute,  acknowledge  and deliver or
cause to be delivered to Newco such documents of title and  conveyance  relating
to the Real  Property as APS may request;  provided that those liens on the Real
Property securing the mortgage indebtedness  reflected on Schedule 1.6 and those
title  exceptions  reflected on Schedule  4.6-A may remain on the Real  Property
after the Closing.


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<PAGE>

         Section 1.11 CLOSING.  The closing of the transactions  contemplated in
this Agreement (the  "Closing")  shall take place at the offices of Akin,  Gump,
Strauss,  Hauer & Feld,  L.L.P.,  1900 Frost Bank Plaza,  816  Congress  Avenue,
Austin,  Texas 78701,  or at such other  location as the parties may agree.  The
date on which the Closing occurs is referred to herein as the "Closing Date."

         Section 1.12 PAYMENT OF PURCHASE PRICE. The cash payments from Newco to
the Partnerships as described in Section 1.1, the APS Cash  Contribution and the
Additional  Purchasers  Cash  Contribution  may be paid by regular  check at the
Closing;  provided that any payments due the Limited  Partner  hereunder will be
made by wire transfer of immediately  available funds, or by cashier's check, at
the Closing.

                                   ARTICLE II
                      REPRESENTATIONS AND WARRANTIES OF APS
                            AND ADDITIONAL PURCHASERS

         APS and each Additional  Purchaser (as to itself only and not as to any
other party)  represents  and warrants to each of the other parties  hereto that
each of the  following  matters is true and  correct in all  respects  as of the
Effective  Time and the Closing  Date (with the  understanding  that each of the
other  parties  hereto  is  relying  materially  on  such   representations  and
warranties in entering into and performing this Agreement):

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<PAGE>

         Section 2.1 DUE ORGANIZATION AND PRINCIPAL  EXECUTIVE OFFICE.  APS is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Texas.  APS's  principal  executive  offices are located at 1301
Capital  of  Texas  Highway,  Austin,  Texas  78746.  APS  and  such  Additional
Purchaser, as the case may be, has all necessary power and authority to carry on
its  business as now  conducted  and as it is proposed  to be  conducted  in the
future

         Section 2.2 DUE AUTHORIZATION.  APS and such Additional  Purchaser,  as
the case may be, has all necessary power and authority to enter into and perform
this Agreement and each other agreement,  instrument and document required to be
executed by such party in  connection  herewith.  This  Agreement and each other
agreement, instrument and document required herein to be executed by APS or such
Additional  Purchaser  have  been  duly and  validly  authorized,  executed  and
delivered by such party and constitute the valid and binding obligations of such
party  enforceable  against  it  in  accordance  with  its  terms,   subject  to
bankruptcy, insolvency, conservatorship,  receivership and other similar laws of
general  application  affecting  the  rights  and  remedies  of  creditors.  The
execution,  delivery and performance of this Agreement and each other agreement,
instrument and document required herein to be executed by APS or such Additional
Purchaser will not (a) violate any federal,  state, county or local law, rule or
regulation  applicable to APS,  such  Additional  Purchaser or their  respective
properties,  (b) violate or conflict  with, or permit the  cancellation  of, any
agreement to which APS or such Additional Purchaser is a party or by which it or
its  properties  are  bound,  or result in the  creation  of any lien,  security
interest,  charge or  encumbrance  upon any of such  properties,  (c) permit the
acceleration of the maturity of any indebtedness of, or any indebtedness secured
by the property of, APS or such Additional  Purchaser or (d) violate or conflict
with any provision of the certificate of  

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<PAGE>

incorporation or bylaws of APS or such
Additional  Purchaser.  No action,  consent or approval of, or filing with,  any
federal,  state,  county or local  governmental  authority is required of APS or
such  Additional  Purchaser  in  connection  with  the  execution,  delivery  or
performance of this  Agreement (or any  agreement,  instrument or other document
executed in connection herewith by APS or such Additional Purchaser).

         Section  2.3  BROKERS  AND  FINDERS.  Neither  APS nor such  Additional
Purchaser  has engaged,  or caused to be incurred any  liability to, any finder,
broker or sales agent in connection with the execution,  delivery or performance
of this Agreement or the transactions contemplated hereby.

         Section 2.4 CLAIMS AND  PROCEEDINGS.  Neither  APS nor such  Additional
Purchaser  is  a  party  to  any  claims,   actions,   suits,   proceedings   or
investigations,  at law or in equity, before or by any court, municipal or other
governmental  department,  commission,  board,  agency or instrumentality  which
seeks to restrain or prohibit the carrying out of the transactions  contemplated
by this Agreement or to challenge the validity of such  transactions or any part
thereof or seeking damages on account thereof;  and, to the knowledge of APS and
each  Additional   Purchaser,   no  such  claim,  action,  suit,  proceeding  or
investigation is threatened.

         Section 2.5 INVESTMENT INTENT. APS and such Additional Purchaser (a) is
acquiring  the  Preferred  Stock and Common Stock,  as  applicable,  for its own
account  for  investment  and not  with a view  to,  or in  connection  with,  a
distribution  thereof,  within the  meaning of the  Securities  Act of 1933,  as
amended (the "Act"), (b) is an "accredited  investor" within the meaning of Rule

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<PAGE>

501 under the Act,  (c) will not sell or  transfer  such  stock  unless (i) such
transfer is provided  for, or pursuant to, the  provisions  of the  Shareholders
Agreement  and (ii)  such  stock is  registered  under  the Act or such  sale or
transfer is exempt from such registration requirements,  (d) is able to bear the
economic risk of its  acquisition  of such stock and (e) has such  knowledge and
experience  in financial  and business  matters that it is capable of evaluating
the merits of, and protecting its interests with respect to, its  acquisition of
such stock.

                                   ARTICLE III
              REPRESENTATIONS AND WARRANTIES OF THE LIMITED PARTNER

         The  Limited  Partner  represents  and  warrants  to each of the  other
parties  hereto  that each of the  following  matters is true and correct in all
respects as of the Effective Time and the Closing (with the  understanding  that
each of the other parties hereto is relying  materially on such  representations
and warranties in entering into and performing this Agreement):

         Section  3.1 DUE  ORGANIZATION  AND  PRINCIPAL  EXECUTIVE  OFFICE.  The
Limited Partner is a limited partnership duly organized, validly existing and in
good standing  under the laws of the State of Texas and has all necessary  power
and  authority to carry on its business as now  conducted  and as proposed to be
conducted.  The Limited Partner's principal executive offices are located at 808
W. 10th Street, Austin, Texas 78701.

         Section 3.2 DUE  AUTHORIZATION.  The Limited  Partner has all necessary
power and  authority  to enter into and perform  this  Agreement  and each other
agreement,  instrument  and  

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<PAGE>

document  required  to be  executed  by the Limited
Partner  in  connection  herewith.  This  Agreement  and each  other  agreement,
instrument and document  required  herein to be executed by the Limited  Partner
have been duly and validly  authorized,  executed  and  delivered by the Limited
Partner and constitute the valid and binding  obligations of the Limited Partner
enforceable against it in accordance with its terms. The execution, delivery and
performance of this Agreement and each other agreement,  instrument and document
required  herein to be executed by the Limited  Partner will not (a) violate any
federal,  state,  county or local  law,  rule or  regulation  applicable  to the
Limited Partner or its  properties,  (b) violate or conflict with, or permit the
cancellation  of, any  agreement  to which the Limited  Partner is a party or by
which it or its  properties  are  bound,  (c)  permit  the  acceleration  of the
maturity of any indebtedness of, or any indebtedness secured by the property of,
the  Limited  Partner  or (d)  violate or  conflict  with any  provision  of the
certificate  of  incorporation  or bylaws of the  Limited  Partner.  No  action,
consent or approval of, or filing  with,  any  federal,  state,  county or local
governmental authority is required of the Limited Partner in connection with the
execution,  delivery  or  performance  of  this  Agreement  (or  any  agreement,
instrument  or other  document  executed in  connection  herewith by the Limited
Partner).

         Section 3.3 BROKERS AND FINDERS.  The Limited  Partner has not engaged,
or caused to be incurred any liability to, any finder,  broker or sales agent in
connection with the execution,  delivery or performance of this Agreement or the
transactions contemplated hereby.

         Section 3.4 CLAIMS AND PROCEEDINGS.  The Limited Partner is not a party
to any claims,  actions,  suits,  proceedings  or  investigations,  at law or in
equity,  before or by any court,  

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<PAGE>

municipal  or other  governmental  department,
commission, board, agency or instrumentality which seeks to restrain or prohibit
the  carrying  out of the  transactions  contemplated  by this  Agreement  or to
challenge  the  validity  of such  transactions  or any part  thereof or seeking
damages on account  thereof;  and, to the knowledge of the Limited  Partner,  no
such claim, action, suit, proceeding or investigation is threatened.

         Section  3.5  INVESTMENT  INTENT.  With  respect  to any  Common  Stock
acquired,  or to be acquired,  by the Limited Partner in a distribution pursuant
to the liquidation of the Partnerships, the Limited Partner (a) is acquiring the
Common  Stock for its own account for  investment  and not with a view to, or in
connection   with,  a   distribution   thereof  (other  than  as  permitted  and
contemplated  in this  Agreement  and the  Shareholders  Agreement),  within the
meaning of the Act, (b) is an "accredited  investor"  within the meaning of Rule
501 under the Act,  (c) will not sell or transfer  the Common  Stock  unless (i)
such  transfer  is  provided  for,  or  pursuant  to,  the   provisions  of  the
Shareholders Agreement and (ii) such Common Stock is registered under the Act or
such sale or transfer is exempt from such registration requirements, (d) is able
to bear the  economic  risk of its  acquisition  of the Common Stock and (e) has
such  knowledge  and  experience  in financial  and business  matters that it is
capable of evaluating  the merits of, and  protecting its interests with respect
to, its acquisition of the Common Stock.

                                   ARTICLE IV
               REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIPS,
                    THE GENERAL PARTNER, TREVEY AND BOUCHARD

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<PAGE>

         The  Partnerships,  the General  Partner,  Trevey and Bouchard (each of
which is  sometimes  referred  to in this  Agreement  as a  "Control  Party" and
collectively,  jointly and  severally,  as the "Control  Parties")  each hereby,
jointly and  severally,  represents  and  warrants to each of the other  parties
hereto that each of the following matters is true and correct in all respects as
of the Closing (with the understanding  that each of the other parties hereto is
relying materially on each such representation and warranty in entering into and
performing this  Agreement);  provided,  however,  that (i) any of the following
representations  and warranties  which refer  specifically to the Assets will be
deemed to only be made,  jointly and severally,  by the General Partner,  Trevey
and Bouchard,  with respect to those Assets  contributed by the General  Partner
under  Section 1.2 hereof and (ii) in no event shall any of the Control  Parties
have any liability (whether based on contract or tort) to any other party hereto
for any  negligent  misrepresentation  or breach of any warranty with respect to
any title defect to any Real Property included in the Assets, or with respect to
any claims or losses  attributable to, or arising from, any contamination of any
such Real  Property  with any  hazardous  waste,  hazardous  substances or other
hazardous or toxic  materials  (whether in violation  of  environmental  laws or
otherwise).

         Section 4.1 DUE ORGANIZATION. The General Partner is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Texas and has full power and authority to carry on its business as now conducted
and as proposed to be conducted.  Trevey and Bouchard are the only  shareholders
of the General  Partner.  Barton House is a limited  partnership duly organized,
validly  existing and in good standing  under the laws of the State of Texas and
has all necessary  power and authority to carry on its business as now conducted
and  as  proposed  to  be  conducted.  Oakwell  is a  limited  partnership  duly
organized,  validly existing and in good 

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<PAGE>

standing under the laws of the State of
Texas and (except as disclosed on Schedule  4.6-B) has all  necessary  power and
authority  to carry on its  business  as now  conducted  and as  proposed  to be
conducted.  The  Limited  Partner,  Trevey  and  Bouchard  are the only  limited
partners  of each of the  Partnerships,  and the  General  Partner  is the  sole
general partner of each of the Partnerships.  Complete and correct copies of the
Articles of Limited  Partnership,  Certificates of Limited Partnership and other
organizational  documents of the Partnerships,  and all amendments thereto,  are
attached hereto as Schedule 4.1. The General  Partner,  Barton House and Oakwell
are each qualified to do business, and each is in good standing, in Texas, which
represents the only  jurisdiction  where such  qualification is required for the
conduct of any of the Control Parties'  business as conducted on or prior to the
Closing Date.

         Section 4.2 SUBSIDIARIES. Each of the Partnerships does not directly or
indirectly  have (or  possess  any  options  or other  rights  to  acquire)  any
subsidiaries  or any  direct or  indirect  ownership  interests  in any  person,
business, corporation,  partnership,  association, joint venture, trust or other
entity.

         Section 4.3 DUE  AUTHORIZATION.  Each Control  Party has all  necessary
power and  authority  to enter into and perform  this  Agreement  and each other
agreement,  instrument and document  required to be executed by it in connection
herewith.  This  Agreement  and each other  agreement,  instrument  and document
required  herein to be executed by any Control  Party have been duly and validly
authorized,  executed and delivered by such party and  constitute  the valid and
binding  obligations of such party enforceable against it in accordance with its
terms,  subject to bankruptcy,  insolvency,  conservatorship,  receivership  and
other similar laws of general 

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<PAGE>

application  affecting the rights and remedies of
creditors.  Except as disclosed on Schedule 4.21 attached hereto, the execution,
delivery and performance of this Agreement and each other agreement,  instrument
and document required herein to be executed by any or all of the Control Parties
will not (a) violate any federal, state, county or local law, rule or regulation
applicable  to the  respective  Control  Party or its  Assets,  (b)  violate  or
conflict with, or permit the cancellation of, any agreement to which any Control
Party is a party,  or by which any Control Party or its properties are bound, or
result in the creation of any lien,  security  interest,  charge or  encumbrance
upon any of such properties,  (c) permit the acceleration of the maturity of any
indebtedness  of, or any  indebtedness  secured by the  property of, any Control
Party or (d)  violate  or  conflict  with any  provision  of the  organizational
documents of any Control  Party.  Except as disclosed on Schedule  4.21 attached
hereto, no action,  consent or approval of, or filing with, any federal,  state,
county or local  governmental  authority  is required  of any  Control  Party in
connection with the execution, delivery or performance of this Agreement (or any
agreement  or other  document  executed in  connection  herewith by such Control
Party).

         Section 4.4  FINANCIAL  STATEMENTS.  The  unaudited  balance  sheet and
income  statement of each of the  Partnerships and the General Partner as of and
for the year ended December 31, 1997, (collectively, the "Financial Statements")
are attached hereto as Schedule 4.4. The Financial Statements have been prepared
from  the  books  and  records  of the  Partnerships  and the  General  Partner,
respectively,  on a basis  consistent  with the cash basis of accounting used in
preparation of the Partnerships' and General Partner's tax returns and represent
actual,  bona fide transactions.  The Financial  Statements  reflect,  on a cost
basis,  all assets owned by the Partnerships and the General Partner (and do not
include any assets not owned by the  Partnerships or the General  

                                       16
<PAGE>

Partner),  and
reflect all liabilities for money borrowed. The representations contained in the
immediately   preceding  sentence  are  qualified  in  that  (i)  the  Financial
Statements  include no  footnotes;  (ii) the  Financial  Statements  may exclude
accrued liabilities not yet due and amounts representing trade payables incurred
in the ordinary  course of business,  and (iii) no  representation  is made with
respect to the  appropriateness  or  accuracy of methods of  depreciation,  with
respect to the  existence  or adequacy of any  depreciation  or other  valuation
reserve,  or with respect to the occurrence or  non-occurrence of any event that
could, in accordance with generally accepted accounting principles,  result in a
reduction in the carrying value of any asset.  Except (a) for the obligations in
the  amounts  disclosed  on  Schedule  1.6  attached  hereto,  (b) to the extent
reflected in the  Financial  Statements,  exclusive of any notes thereto and (c)
for obligations  arising in the ordinary course of the Partnerships' and General
Partner's  business  in a  transaction  or related  series of  transactions  not
exceeding  $5,000 in value,  the Partnerships and the General Partner had, as of
December  31,  1997,  no  liabilities  of a type that  would be  required  to be
reflected as such in the Financial  Statements,  exclusive of any notes thereto.
Except as set forth in Schedule 4.4 hereto,  and except for increases in cost of
sales and expenses  resulting  from the operations of the  Partnerships  and the
General  Partner in the  ordinary  course of its business  consistent  with past
practice,  since December 31, 1997 there has been no material  adverse change in
the  financial  position,  assets,  results of  operations  or  business  of the
Partnerships or the General Partner.

         Section 4.5 CONDUCT OF BUSINESS;  CERTAIN ACTIONS.  Except as set forth
on Schedule 4.5-A attached hereto (or such other  Schedules as are  specifically
referred to below in this Section  4.5),  since  December 31, 1997,  each of the
Partnerships  has conducted its business and  operations in 

                                       17
<PAGE>

the ordinary  course
and  consistent   with  its  past  practices  and  has  not  (a)  increased  the
compensation of any of its employees,  or, except for wage and salary  increases
made in the ordinary  course of business and consistent with its past practices,
increased the compensation of any other employees, (b) made capital expenditures
exceeding  $2,500  individually  or $2,500 in the  aggregate,  except  for those
expenditures  made directly and solely in connection with the Austin II project,
located at 3706 Adelphi Lane,  Austin,  Texas 78727,  (c) sold any asset (or any
group of related assets) in any transaction (or series of related  transactions)
in which the purchase price for such asset (or group of related assets) exceeded
$2,500 (other than sales of inventory in the ordinary  course of business),  (d)
discharged  or  satisfied  any lien or  encumbrance  or paid any  obligation  or
liability,  absolute or contingent,  other than current liabilities incurred and
paid in the ordinary  course of business,  (e) made or  guaranteed  any loans or
advances to any party whatsoever,  (f) suffered or permitted any lien,  security
interest,  claim,  charge or other encumbrance to arise or be granted or created
against or upon any of its assets, real or personal, tangible or intangible, (g)
canceled,  waived or released any of its debts,  rights or claims  against third
parties, (h) except as set forth on Schedule 4.5-B attached hereto,  amended the
Articles of Limited Partnership, Certificate of Limited Partnership or any other
organizational  document of the Partnerships,  (i) made or paid any severance or
termination  payment to any employee or consultant in excess of $2,500, (j) made
any change in its method of  accounting,  (k) made any  investment or commitment
therefor in any person, business, corporation,  association,  partnership, joint
venture,  trust or other  entity,  (l) except as set forth on Schedule  4.11 and
Schedule 4.15, made,  entered into, amended or terminated any written employment
contract, created, made, amended or terminated any bonus, stock option, pension,
retirement,  profit  sharing or other  employee  benefit plan or  arrangement or
withdrawn  from any  "multi-employer  plan" (as defined 

                                       18
<PAGE>

in the Internal  Revenue
Code of 1986, as amended (the "Code")) so as to create any liability under ERISA
(as hereinafter defined) to any entity, (m) amended, terminated or experienced a
termination of any material contract,  agreement, lease, franchise or license to
which it is a party, (n) entered into any other material  transactions except in
the ordinary  course of  business,  (o) except for such fees and expenses of the
General  Partner as have been  approved  in advance in writing by APS and as are
reflected on Schedule 4.5-C attached hereto, distributed any cash or property of
the Partnerships,  directly or indirectly,  to any partner  (including,  without
limitation,  any party hereto) in any  capacity,  (p) entered into any contract,
commitment, agreement or understanding to do any acts described in the foregoing
clauses (a)-(o) of this Section,  (q) suffered any material damage,  destruction
or loss (whether or not covered by insurance) to any assets, (r) experienced any
strike,  slowdown or demand for  recognition by a labor  organization by or with
respect to any of its  employees,  or (s)  experienced or effected any shutdown,
slow-down or cessation of any operations  conducted by, or constituting part of,
its business.

         Section 4.6 OWNERSHIP OF ASSETS:  LICENSES,  PERMITS,  ETC. The General
Partner and each of the Partnerships,  as applicable,  has good and indefeasible
title to all of the Assets being  contributed  by it hereunder,  subject only to
the liens, security interests, claims and encumbrances specifically described on
Schedule 4.6-A.  Except as disclosed on Schedule 4.6-B attached hereto,  each of
the  Partnerships  has such  property  and  assets,  real,  personal  and mixed,
tangible  and  intangible,  including  leases  and  other  contracts,  which are
required  for, or used in  connection  with,  the  operation  of its business as
currently  conducted.  The Assets are in good  operating  condition  and repair,
subject to ordinary wear and tear,  taking into account the  respective  ages of
the properties involved and are adequate for the conduct of the business of each


                                       19
<PAGE>

of the  Partnerships  or,  in the  case of  Assets  contributed  by the  General
Partner,  for their intended use. Attached hereto as Schedule 4.6-B is a list of
all  material  federal,   state,   county  and  local   governmental   licenses,
certificates  and permits held or applied for by the General Partner and each of
the Partnerships.  The General Partner and each of the Partnerships has complied
in all material  respects,  and each is in compliance in all material  respects,
with the terms and  conditions of any such licenses,  certificates  and permits.
Except as disclosed on Schedule 4.6-B attached  hereto,  no additional  license,
certificate  or permit is  required  from any  federal,  state,  county or local
governmental  agency or body  thereof  in  connection  with the  conduct  of the
business  of the  General  Partner  and  each  of the  Partnerships.  Except  as
disclosed  on  Schedule  4.6-B  attached  hereto,  no claim has been made by any
governmental authority (and, to the knowledge of each of the Control Parties, no
such  claim  has  been  threatened)  to  the  effect  that  a  license,  permit,
certificate or order not possessed by either of the  Partnerships or the General
Partner is  necessary  in respect of the  business  conducted  by it.  Except as
disclosed on Schedule 4.6-B attached  hereto,  all of the licenses,  permits and
certificates noted on the attached Schedule 4.6-B are freely assignable to Newco
and are included in the Assets.

         Section 4.7  ENVIRONMENTAL ISSUES.

         (a) For purposes of this Agreement, the term "environmental laws" shall
mean  all laws  relating  to the  manufacture,  processing,  distribution,  use,
treatment,  storage, disposal, transport or handling, or the emission, discharge
or release,  of any  pollutant,  contaminant,  chemical or  industrial  toxic or
hazardous substance or waste and any order related thereto.

                                       20
<PAGE>

         (b) Each of the  Partnerships  and the General  Partner has complied in
all material respects with and obtained all  authorizations and made all filings
required by all applicable  environmental  laws. The properties occupied or used
by each of the Partnerships  and/or the General Partner, as the case may be, and
the Sugarland Property (as hereinafter  defined) have not been contaminated with
any hazardous wastes, hazardous substances or other hazardous or toxic materials
in violation of any applicable  environmental  law, the violation of which could
have a material adverse impact on its business or financial position.

         (c) Neither of the  Partnerships  nor the General  Partner has received
(i) any notice, whether actual or constructive,  formal or informal, official or
unofficial, from the United States Environmental Protection Agency, that it is a
potentially  responsible party under the Comprehensive  Environmental  Response,
Compensation  and  Liability  Act  ("Superfund  Notice"),  as amended,  (ii) any
citation  from  any  federal,   state  or  local   governmental   authority  for
non-compliance with its requirements with respect to air, water or environmental
pollution,  or the improper  storage,  use or discharge of any hazardous  waste,
other waste or other  substance  or other  material  pertaining  to its business
("Citations")  or (iii) any written  notice from any private party  alleging any
such  non-compliance;  and there are no pending or unresolved Superfund Notices,
Citations  or  written   notices  from   private   parties   alleging  any  such
non-compliance.

         Section 4.8  INTELLECTUAL  PROPERTY  RIGHTS.  Except for the trademarks
"Barton House" and "Uncommon Care", there are no patents, trademarks, tradenames
or copyrights,  and no applications therefor, owned by or registered in the name
of either of the  Partnerships  or the General Partner or in which either of the
Partnerships or the General Partner has any right, 

                                       21
<PAGE>

license or interest. Schedule
4.8  lists all  jurisdictions  in which  applications  for  registration  of the
registered  trademarks  have  been made by  either  of the  Partnerships  or the
General  Partner,  and  describes  the status of such  applications.  Except for
software  licenses  included in the Assets,  neither of the Partnerships nor the
General  Partner is a party to any  license  agreements,  either as  licensor or
licensee,  with respect to any patents,  trademarks,  tradenames or  copyrights.
Neither of the Partnerships nor the General Partner has received any notice that
it is infringing any patent, trademark, tradename or copyright of others.

         Section 4.9 COMPLIANCE WITH LAWS. Except as disclosed on Schedule 4.6-B
attached  hereto,  each of the Partnerships and the General Partner has complied
in all  material  respects,  and each of such  parties is in  compliance  in all
material  respects,  with all  federal,  state,  county and local  laws,  rules,
regulations  and ordinances  currently in effect and applicable to its business.
No claim has been made by any  governmental  authority (and, to the knowledge of
each of the Control Parties,  no such claim has been threatened)  against either
of the  Partnerships  or the  General  Partner to the effect  that the  business
conducted by either of the  Partnerships  or the General Partner fails to comply
with any law, rule, regulation or ordinance.

         Section 4.10  INSURANCE.  Attached hereto as Schedule 4.10 is a list of
all  policies  of fire,  liability,  business  interruption  and other  forms of
insurance and all fidelity  bonds  currently  held by or applicable to either of
the Partnerships or the General Partner, which schedule sets forth in respect of
each such  policy  the  policy  name,  policy  number,  carrier,  term,  type of
coverage, deductible amount or self-insured retention amount, limits of coverage
and annual premium.  To the knowledge of each of the Control  Parties,  no event
directly  relating  to either of the  

                                       22
<PAGE>

Partnerships  or the  General  Partner has
occurred which will result in a retroactive  upward adjustment of premiums under
any such  policies  or which is  likely  to  result  in any  prospective  upward
adjustment in such premiums.  There have been no material changes in the type of
insurance  coverage  maintained  by either of the  Partnerships  or the  General
Partner  during the past three (3) years,  including,  without  limitation,  any
change which has resulted in any period during which either of the  Partnerships
had no insurance  coverage.  Excluding insurance policies which have expired and
been replaced,  no insurance policy of either of the Partnerships or the General
Partner has been canceled  within the last three (3) years and, to the knowledge
of each of the Control Parties,  no threat has been made to cancel any insurance
policy of either of the Partnerships or the General Partner within such period.

         Section 4.11 EMPLOYEE BENEFIT MATTERS.  Except as set forth on Schedule
4.11, neither of the Partnerships maintains,  contributes to, nor is required to
contribute to any "employee welfare benefit plan" (as defined in section 3(1) of
the  Employee  Retirement  Income  Security Act of 1974 (and any sections of the
Code amended by it) and all regulations promulgated thereunder, as the same have
from time to time been amended ("ERISA")) or any "employee pension benefit plan"
(as defined in ERISA). Neither of the Partnerships presently maintains, has ever
maintained,  or had any  obligation of any nature to  contribute  to, a "defined
benefit plan" within the meaning of the Code.

         Section 4.12 CONTRACTS AND AGREEMENTS. Attached hereto as Schedule 4.12
is a list of all  written  or oral  contracts,  commitments,  leases  and  other
agreements (including, without limitation, promissory notes, loan agreements and
other evidences of indebtedness) to which 

                                       23
<PAGE>

each of the Partnerships is a party or
by which each of the  Partnerships  or their  respective  properties  are bound,
pursuant to which the  obligations  thereunder  of any party thereto are, or are
contemplated as being, in respect of any such individual contracts, commitments,
leases or other  agreements  during any year during the term thereof,  $2,500 or
greater,  or which  are  otherwise  material  to the  business  of either of the
Partnerships  (including,  without  limitation,  all mortgages,  deeds of trust,
security   agreements,   pledge  agreements,   service  agreements  and  similar
agreements and instruments and all confidentiality  agreements).  Neither of the
Partnerships, and to the best knowledge of each of the Control Parties, no other
party thereto,  is in default (and no event has occurred which, with the passage
of time or the giving of notice,  or both,  would constitute a default by either
of the Partnerships or, to the best knowledge of each of the Control Parties, by
any other party thereto) under any such contracts,  commitments, leases or other
agreements.  Neither of the Partnerships has waived any material right under any
such  contracts,  commitments,  leases  or  other  agreements.  Neither  of  the
Partnerships has guaranteed any obligations of any other person.

         Section 4.13 CLAIMS AND  PROCEEDINGS.  Attached hereto as Schedule 4.13
is a list  and  description  of all  claims,  actions,  suits,  proceedings  and
investigations  pending or, to the  knowledge  of each of the  Control  Parties,
threatened  against  either  of the  Partnerships  or  the  General  Partner  or
affecting any of such  respective  entity's  properties or assets,  at law or in
equity, or before or by any court,  municipal or other governmental  department,
commission,  board, agency or  instrumentality.  Except as set forth on Schedule
4.13  attached  hereto,  none of such claims,  actions,  suits,  proceedings  or
investigations   will  result  in  any  liability  or  loss  to  either  of  the
Partnerships or the General Partner which  (individually or in the aggregate) is


                                       24
<PAGE>

material,  and neither of the Partnerships nor the General Partner has been, and
neither of the  Partnerships  nor the  General  Partner  is now,  subject to any
order, judgment,  decree, stipulation or consent of any court, governmental body
or agency. No inquiry, action or proceeding has been asserted, instituted or, to
the best knowledge of each of the Control Parties, threatened against any of the
Control  Parties to restrain or prohibit the  carrying  out of the  transactions
contemplated by this Agreement or to challenge the validity of such transactions
or any part thereof or seeking damages on account thereof.

         Section  4.14 TAXES.  All  federal,  foreign,  state,  county and local
income,  gross receipts,  excise,  property,  franchise,  license,  sales,  use,
withholding  and  other  tax  (collectively,   "Taxes")  returns,   reports  and
declarations of estimated tax  (collectively,  "Returns") which were required to
be filed by either of the  Partnerships  on or before the date  hereof have been
filed within the time  (including any applicable  extensions)  and in the manner
provided  by law,  and all such  Returns  are true and  correct in all  material
respects and  accurately  reflect the Tax  liabilities of each of the respective
Partnerships.  All Taxes, assessments,  penalties and interest which have become
due  pursuant  to such  Returns  have been  paid or  adequately  accrued  in the
Financial  Statements.  As of the Closing Date, neither of the Partnerships will
owe any taxes  for any  period  prior to the  Closing  Date  which are not fully
reflected,  by type and amount,  on Schedule  4.14  attached  hereto.  As of the
Closing  Date,  neither  of the  Partnerships  will owe any Taxes for any period
prior to the Closing which are not  reflected on the Financial  Statements or on
Schedule 4.14 attached hereto,  except for Taxes  attributable to the respective
operations  of each of the  Partnerships  between  the  Effective  Time  and the
Closing Date.  Neither of the Partnerships has executed any presently  effective
waiver or  extension  of any  statute of  limitations  against  assessments  and


                                       26
<PAGE>

collection of Taxes.  There are no pending or, to the best  knowledge of each of
the Control  Parties,  threatened  claims,  assessments,  notices,  proposals to
assess,  deficiencies  or audits,  other than those  disclosed on Schedule 4.13,
(collectively, "Tax Actions") against either of the Partnerships with respect to
any Taxes owed or allegedly owed by it. Otherwise,  neither of the Partnerships'
Returns have been audited. Except for any statutory liens for taxes not yet due,
there  are no tax liens on any of the  assets  of  either  of the  Partnerships.
Proper and  accurate  amounts  have been  withheld  and  remitted by each of the
Partnerships  from and in respect of all  persons  from whom it is  required  by
applicable  law  to  withhold  for  all  periods  in  compliance  with  the  tax
withholding  provisions of all applicable laws and  regulations.  Neither of the
Partnerships is a party to any tax sharing agreement.

         Section 4.15  PERSONNEL.  Attached hereto as Schedule 4.15 is a list of
names and current annual rates of  compensation  of the employees of each of the
Partnerships  whose  rates  of  compensation,  on an  annualized  basis,  during
calendar year 1997 (including base salary, bonus, commissions and incentive pay)
are expected to exceed $25,000.  Except as set forth on Schedule 4.15, there are
no bonus, profit sharing,  percentage  compensation,  company  automobile,  club
membership  and other like  benefits,  if any,  paid or payable by either of the
Partnerships  to such employees from December 31, 1997 through the Closing Date.
Schedule 4.15 attached hereto also contains a brief  description of all material
terms of employment agreements and confidentiality agreements to which either of
the  Partnerships  is a party and all  severance  benefits  which any  director,
officer,  employee,  agent or sales representative of either of the Partnerships
is or may be entitled to receive.  Each of the Partnerships has delivered to APS
accurate and complete copies of all such employment 

                                       26
<PAGE>

agreements,  confidentiality
agreements and all other agreements,  plans and other instruments to which it is
a party and under which its  employees  are entitled to receive  benefits of any
nature.  There is no pending  or, to the best  knowledge  of each of the Control
Parties, threatened (a) labor dispute or union organization campaign relating to
either of the Partnerships, (b) claims against either of the Partnerships or any
of the Control  Parties by any  employees of either of the  Partnerships  (other
than Workers'  Compensation claims  specifically  described on Schedule 4.13) or
(c) terminations,  resignations or retirements of any employees of either of the
Partnerships.   None  of  the  employees  of  either  of  the  Partnerships  are
represented  by any  labor  union  or  organization.  There is no  unfair  labor
practice  claim against  either of the  Partnerships  before the National  Labor
Relations  Board or any strike,  labor  dispute,  work slowdown or work stoppage
pending or, to the best  knowledge  of each of the Control  Parties,  threatened
against or involving either of the Partnerships.

         Section  4.16  BUSINESS  RELATIONS.  None of Control  Parties  has been
notified that any supplier or customer of either of the Partnerships (other than
those  listed in  Schedule  4.16  attached  hereto)  will  cease or refuse to do
business  with  either  of the  Partnerships  or  Newco in the  same  manner  as
previously  conducted  with  each of such  entities  as a result of or after the
consummation  of  the   transactions   contemplated   hereby.   Neither  of  the
Partnerships  has  received  any  notice of any  disruption  (including  delayed
deliveries or allocations by suppliers) in the  availability of the materials or
products used by it.

                                       27
<PAGE>

         Section 4.17 ACCOUNTS RECEIVABLE.  Except as set forth on Schedule 4.17
attached hereto, all of the accounts,  notes and loans receivable that have been
recorded on the books of each of the  Partnerships  are bona fide and  represent
amounts validly due.

         Section  4.18  AGENTS.  Except as set forth on Schedule  4.18  attached
hereto,  neither of the  Partnerships  has  designated  or appointed  any person
(except for the General  Partner,  solely in its capacity as the general partner
of the  Partnership)  or other entity to act for it or on its behalf pursuant to
any power of attorney or any agency which is presently in effect.

         Section 4.19 INDEBTEDNESS TO AND FROM PARTNERS AND EMPLOYEES. Except as
set forth on Schedule 4.19 attached hereto, neither of the Partnerships owes any
indebtedness to any of its partners or employees or has indebtedness  owed to it
from  any of its  partners  or  employees,  excluding  indebtedness  for  travel
advances  or similar  advances  for  expenses  incurred  on behalf of and in its
ordinary course of business and consistent  with its past  practices.  As of the
Effective  Time and the Closing Date all amounts due either of the  Partnerships
from any partner or employee of it (or any of their family  members)  shall have
been repaid in full.

         Section  4.20  COMMISSION  SALES  CONTRACTS.  Except  as  disclosed  in
Schedule 4.20 attached hereto,  neither of the  Partnerships  employs or has any
relationship with any individual, corporation, partnership or other entity whose
compensation  from either of the respective  Partnerships is in whole or in part
determined on a commission basis.


                                       28
<PAGE>

         Section 4.21  CERTAIN  CONSENTS.  Except as set forth on Schedule  4.21
attached  hereto,  there are no consents,  waivers or  approvals  required to be
executed  and/or  obtained  by any of the  Control  Parties  from third  parties
(including,  without limitation, the spouse of Trevey or Bouchard) in connection
with the execution, delivery and performance of this Agreement.

         Section  4.22  BROKERS.  No Control  Party has  engaged,  or caused any
liability  to be incurred  to, any finder,  broker or sales agent in  connection
with  the   execution,   delivery  or  performance  of  this  Agreement  or  the
transactions contemplated hereby.

         Section 4.23 INTEREST IN COMPETITORS,  SUPPLIERS AND CUSTOMERS.  Except
as set forth on Schedule 4.23 attached hereto, no Control Party or any affiliate
of any Control  Party,  and to the  knowledge of each of the Control  Parties no
employee  of either of the  Partnerships  or any  affiliate  of any  employee of
either  of the  Partnerships,  has any  ownership  interest  in any  competitor,
customer or supplier of either of the  respective  Partnerships  or any property
used in the operation of the business of either of the respective Partnerships.

         Section 4.24 WARRANTIES.  Except as set forth on Schedule 4.24, neither
of the  Partnerships  has made any contractual  warranties or guarantees  (other
than warranties arising purely by operation of law), whether written or oral, to
third  parties  with respect to any  products  sold or services  rendered by it.
Except as set forth on Schedule  4.24 attached  hereto,  no claims for breach of
product or service warranties have been made against either of the Partnerships.

                                       29
<PAGE>

         Section  4.25 NO DEFAULTS.  No Control  Party is aware of any breach or
default by any other  Control Party of any of the  representations,  warranties,
covenants or agreements contained herein.

         Section 4.26 INVESTMENT  INTENT.  Each of the Control Parties who shall
receive  Common  Stock  of  Newco  pursuant  to  this  Agreement  or  any  other
transaction  contemplated  by  this  Agreement  or  the  Shareholders  Agreement
(whether or not such receipt occurs subsequent to execution of this Agreement or
the  Shareholders  Agreement)  (a) is  acquiring  the  Common  Stock for its own
account  for  investment  and not  with a view  to,  or in  connection  with,  a
distribution  thereof,  within  the  meaning of the Act,  (b) is an  "accredited
investor"  within the  meaning  of Rule 501 under the Act,  (c) will not sell or
transfer the Common Stock unless (i) such  transfer is provided for, or pursuant
to, the provisions of the  Shareholders  Agreement and (ii) such Common Stock is
registered  under  the  Act or  such  sale  or  transfer  is  exempt  from  such
registration  requirements,  (d) is  able  to  bear  the  economic  risk  of its
acquisition  of the Common Stock and (e) has such  knowledge  and  experience in
financial and business  matters that it is capable of evaluating  the merits of,
and  protecting  its interests  with respect to, its  acquisition  of the Common
Stock.

                                    ARTICLE V
                                    COVENANTS

         Section  5.1  EXECUTION  OF  DOCUMENTS.  Each and  every  party to this
Agreement agrees that it will execute, as necessary, or cause to be executed, at
or before the Closing  Date,  the  

                                       30
<PAGE>

Organizational  Documents,  the  Shareholders
Agreement,   the  Assignment  and  Assumption  Agreement,   and  the  respective
Employment Agreement, as well as all other agreements,  documents or instruments
contemplated  in this  Agreement  or relating to such  agreements,  documents or
instruments contemplated by this Agreement.

         Section 5.2 COOPERATION RELATING TO FINANCIAL  STATEMENTS.  Each of the
parties hereto agrees to cooperate with APS,  solely at the expense of Newco, in
the  preparation of any financial  statements of Newco which APS may be required
by any  applicable  law to prepare;  provided,  however,  that APS shall pay, or
reimburse  Newco, for any such financial  statements  prepared at the request of
APS or its  affiliates and which Newco would not otherwise have been required to
prepare  pursuant to any contractual  agreements or other law. The parties agree
that the Limited  Partner's  obligations  hereunder will be limited to providing
such  information as is within its or its underlying  partners' actual knowledge
without any obligation of inquiry.

         Section 5.3 SHAREHOLDER AND DIRECTOR ACTION. Each of the parties hereto
(other than Newco) hereby expressly  acknowledges and agrees that Newco has been
properly and lawfully  formed,  and that Newco possesses all necessary power and
authority  to  perform  all  of  its  obligations  under  this  Agreement,   the
Organizational  Documents and all other  agreements,  documents and  instruments
executed by Newco in connection  herewith,  including,  without limitation,  the
execution,   acknowledgment  and  delivery  of  all  agreements,  documents  and
instruments necessary to provide for a secured line of credit to Newco by APS in
the amount of $2.4  million and under the terms and  conditions  as set forth in
the documentation therefor, attached hereto as Exhibit D (the "Line of Credit").
Each party agrees,  upon the request of any

                                       31
<PAGE>

other party  hereto,  to execute and
deliver such resolutions,  written consents, documents and instruments, and take
such other  actions,  as necessary or convenient in order to more fully evidence
the authority of Newco hereunder and under such other agreements and the binding
and enforceable nature of Newco's commitment as a party hereunder and under such
other agreements, notwithstanding the official date of Newco's creation.

         Section 5.4 CAPITAL  CONTRIBUTIONS;  LINE OF CREDIT. Except as provided
in Article I, no party hereto shall be  obligated to  contribute  or provide for
any additional  debt or equity capital to Newco;  provided,  however,  APS shall
comply with its obligations arising under the Line of Credit.

         Section 5.5 PROPERTY  DISTRIBUTIONS.  Except for such fees and expenses
of the General Partner as have been approved in advance in writing by APS and as
are reflected on Schedule  4.5-C  attached  hereto,  each of the parties  hereto
agrees that neither of the Partnerships  shall make any  distributions  prior to
the Closing Date, whether in cash or other property,  directly or indirectly, to
any partner (including,  without  limitation,  any of the parties hereto) in any
capacity.   Each  party  hereto  agrees  that  it  shall  not  accept  any  such
distribution and warrants that it has no knowledge,  actual or constructive,  of
any such distribution, except as disclosed on Schedule 4.5-C attached hereto.

         Section 5.6 CONTINUED EXISTENCE OF PARTNERSHIPS.  The Partnerships, the
General Partner, the Limited Partner,  Trevey and Bouchard each hereby covenants
and  agrees  that they  will take such  actions  as  necessary  to  continuously
maintain the lawful  existence of each of the  

                                       32
<PAGE>

Partnerships  until  December 31,
1998,  including,  without limitation,  all such actions reasonably necessary to
prevent  the   dissolution,   liquidation   or  termination  of  either  of  the
Partnerships.  Notwithstanding  the  foregoing,  the  Partnerships,  the General
Partner, the Limited Partner, Trevey or Bouchard shall each be entitled to cause
the Partnerships  and/or the General Partner to distribute the proceeds received
by the  Partnerships and General Partner pursuant to Section 1.1 and Section 1.2
hereof.

                                   ARTICLE VI
                              CONDITIONS TO CLOSING

         Section 6.1 APS'S CLOSING OBLIGATIONS.  At the Closing,  subject to the
terms and conditions set forth in this Agreement, APS shall execute, acknowledge
and deliver or cause to be delivered,  to the other parties, where required: (a)
the APS Cash  Contribution to Newco; (b) the Line of Credit,  the Assignment and
Assumption  Agreement,   the  Organizational   Documents  and  the  Shareholders
Agreement;  and (c) such good standing  certificates,  officer  certificates and
similar  documents and certificates as counsel for any of the parties hereto may
reasonably require.

         Section 6.2 ADDITIONAL PURCHASERS' CLOSING OBLIGATIONS. At the Closing,
subject to the terms and conditions set forth in this Agreement, each Additional
Purchaser shall execute,  acknowledge  and deliver or cause to be delivered,  to
the  other  parties,   where  required:  (a)  the  Additional  Purchaser's  Cash
Contribution;  (b) the  Shareholders  Agreement;  and  (c)  such  good  standing


                                       33
<PAGE>

certificates,  officer and/or partnership certificates and similar documents and
certificates as counsel for any of the parties may reasonably require.

         Section 6.3 PARTNERSHIPS' CLOSING OBLIGATIONS.  At the Closing, subject
to  the  terms  and  conditions  set  forth  in  this  Agreement,  each  of  the
Partnerships shall execute, acknowledge and deliver or cause to be delivered, to
the other parties,  where required: (a) the Assignment and Assumption Agreement,
the Shareholders Agreement and the Organizational  Documents;  and (b) such good
standing  certificates,  officer  and/or  partnership  certificates  and similar
documents  and  certificates  as counsel for any of the  parties may  reasonably
require.

         Section 6.4 GENERAL  PARTNER'S  CLOSING  OBLIGATIONS.  At the  Closing,
subject to the terms and  conditions  set forth in this  Agreement,  the General
Partner shall execute,  acknowledge and deliver or cause to be delivered, to the
other parties, where required: (a) the Assignment and Assumption Agreement,  the
Shareholders  Agreement  and the  Organizational  Documents;  and (b) such  good
standing  certificates,  officer  and/or  partnership  certificates  and similar
documents  and  certificates  as counsel for any of the  parties may  reasonably
require.

         Section 6.5 THE LIMITED PARTNER'S CLOSING OBLIGATIONS.  At the Closing,
subject to the terms and  conditions  set forth in this  Agreement,  the Limited
Partner shall execute,  acknowledge and deliver or cause to be delivered, to the
other parties, where required: (a) the Assignment and Assumption Agreement,  the
Shareholders  Agreement  and the  Organizational  Documents;  and (b) such  good
standing  certificates,  officer  and/or  partnership  certificates  and similar
documents  and  certificates  as counsel for any of the  parties may  reasonably
require.

                                       34
<PAGE>

         Section 6.6 TREVEY'S CLOSING  OBLIGATIONS.  At the Closing,  subject to
the terms and  conditions  set forth in this  Agreement,  Trevey shall  execute,
acknowledge  and deliver or cause to be delivered,  to the other parties,  where
required: (a) the Shareholders Agreement and the Organizational  Documents;  and
(b) such good standing certificates, officer and/or partnership certificates and
similar documents and certificates as counsel for APS may reasonably require.

         Section 6.7 BOUCHARD'S CLOSING OBLIGATIONS.  At the Closing, subject to
the terms and  conditions set forth in this  Agreement,  Bouchard shall execute,
acknowledge  and deliver or cause to be delivered,  to the other parties,  where
required: (a) the Shareholders Agreement and the Organizational  Documents;  and
(b) such good standing certificates, officer and/or partnership certificates and
similar  documents  and  certificates  as  counsel  for any of the  parties  may
reasonably require.

                                   ARTICLE VII
                INDEMNIFICATION OF APS, LIMITED PARTNER AND NEWCO

         Section  7.1  INDEMNIFICATION  BY  THE  CONTROL  PARTIES.  The  Control
Parties,  each jointly and severally,  agree to indemnify and hold harmless APS,
the Limited  Partner  and,  following  the  Closing,  Newco,  and each  officer,
director,  partner,  employee and  affiliate  of APS,  the Limited  Partner and,
following the Closing, Newco (collectively,  the "APS Indemnified Parties") from
and against any and all damages, losses, claims, liabilities,  demands, charges,
suits, penalties,  costs and expenses (including court costs and attorneys' fees
and expenses  incurred in  

                                       35
<PAGE>

investigating  and  preparing  for any  litigation or
proceeding)   (collectively,   "Indemnified   Costs")  in  connection  with  the
commencement or assertion of any action, proceeding,  demand or claim by a third
party  (collectively,  a "third-party  action") which any of the APS Indemnified
Parties  may  sustain,  arising  out of (a) any breach or default by any Control
Party  of  any of  its  representations,  warranties,  covenants  or  agreements
contained in this Agreement or any agreement or document  executed in connection
herewith (including,  without limitation, the Organizational Documents), (b) any
obligation  or  liability  of either of the  Partnerships  or any of the Control
Parties not assumed by Newco  pursuant to Section 1.6 of this  Agreement  and/or
(c) any  obligations  or  liabilities  with  respect to any  claims  (including,
without limitation,  claims for failure to be properly licensed) asserted before
or after the Closing  based on the  business,  acts or  omissions of the General
Partner  or either  of the  Partnerships  that  occurred  prior to the  Closing.
Notwithstanding  the foregoing or any other provision of this Agreement,  (i) an
obligation of the Control  Parties shall arise under this Section only if and to
the extent that Indemnified Costs owed to all APS Indemnified Parties hereunder,
in the  aggregate,  exceed  $100,000,  (ii)  Trevey and  Bouchard  shall have no
indemnity  obligation  hereunder  with  respect to any title  defect to any Real
Property included in the Assets, and the Control Parties shall have no indemnity
obligation  hereunder with respect to any claims or losses  attributable  to, or
arising  from,  any  contamination  of any such Real Property with any hazardous
waste,  hazardous  substances or other hazardous or toxic materials  (whether in
violation of  environmental  laws or otherwise),  and (iii) the Control  Parties
shall  have no  indemnity  obligation  hereunder  with  respect to any claims or
causes of action which ultimately (x) are dismissed "with prejudice" without any
judgment having been entered  against any of the APS Indemnified  Parties or any
Control  Parties,  or  (y)  are  resolved  in 

                                       36
<PAGE>

a  final,  nonappealable  judicial
determination of no liability on the part of any APS Indemnified  Parties or any
Control Parties.

         The combined  indemnity  obligation of Trevey or Bouchard  arising from
the  provisions of this Section for any one or more claimed  losses or events of
damage,  whether  directly  or by reason of their  ownership  of or  receipt  of
distributions from the General Partner or either  Partnership,  shall not exceed
an  amount  equal to the  value,  as of the time for  payment  of the  indemnity
obligation  in question and before  taking into  account the effect,  if any, on
such value of the loss, claim or damage giving rise to the indemnity  obligation
in  question  and any other  alleged  or  asserted  indemnity  obligations  then
outstanding,  of an interest in Newco  corresponding  to an aggregate  ownership
interest in Newco of 1,100,000 shares of Common Stock,  reduced by the number of
shares of Common Stock previously transferred by Bouchard or Trevey to any party
hereto pursuant to the indemnity  provisions hereof (as the same may be adjusted
for stock  splits and stock  dividends  occurring  after the date  hereof).  The
indemnity  obligation of each of Trevey and Bouchard  taken  separately  arising
from the provisions of this Section for any one or more claimed losses or events
of  damage,  whether  directly  or by reason of his  ownership  of or receipt of
distributions from the General Partner or either  Partnership,  shall not exceed
an amount  equal to one-half  the amount  calculated  pursuant to the  preceding
sentence.  Neither  Trevey nor  Bouchard  shall be  obligated to pay any cash or
property  other than Newco Common Stock on account of any  indemnity  obligation
accruing  hereunder  unless,  in  violation  of any  term  or  provision  of the
Shareholders  Agreement, he has previously transferred (other than in connection
with the payment of an indemnity  obligation)  any of the shares of Common Stock
issued to him at the Closing  (including  shares of Common Stock  transferred to
him by the  General  Partner  or the  Partnerships  from  the  shares  initially
received  by the  General  

                                       37
<PAGE>

Partner or the  Partnerships  at the  Closing) or any
shares of Common  Stock  issued  without  consideration  in  respect of any such
shares;  if either  Trevey or  Bouchard  has made such a  transfer,  he shall be
liable to pay cash in respect of any indemnity obligation arising hereunder only
to the  amount  of the  value of such  shares  of  Common  Stock so  transferred
(calculated in accordance with the first sentence of this paragraph), subject to
the limits on aggregate  liability  set forth in this  paragraph.  Any indemnity
obligation  owed by either Trevey or Bouchard  hereunder shall be payable first,
and to the  extent  possible,  by  transfer  by Trevey  and/or  Bouchard  to the
appropriate APS Indemnified  Parties of that number of shares of Common Stock of
Newco equal in value  (with  value  determined  before  taking into  account the
effect,  if any, on such value of the loss,  claim or damage  giving rise to the
indemnity  obligation  in question and any other  alleged or asserted  indemnity
obligations  then  outstanding) to the indemnified  loss. Any actual recovery by
the APS Indemnified Parties from any other Control Party shall first be deducted
in arriving  at the  remaining  aggregate  indemnity  obligations  of Trevey and
Bouchard.  Any shares of Newco  Common Stock  transferred  by Trevey or Bouchard
under the  provisions of this Section shall be  distributed  pro rata to each of
the APS Indemnified  Parties based upon the  proportionate  share of Indemnified
Costs incurred by each such party. In the event that Newco shall receive,  as an
APS  Indemnified  Party,  shares  of  stock  forfeited  by  Trevey  or  Bouchard
hereunder,  such stock shall be  recorded on Newco's  books and held by Newco as
treasury  stock.  In determining  the value of Common Stock for purposes of this
Section, the methodology  specified for determining  "Appraised Value" under the
provisions of Section 5.2 of the Shareholders Agreement shall be utilized.

         The APS  Indemnified  Parties  and all parties  claiming  under the APS
Indemnified  Parties waive any right of  subrogation  with respect to any matter
indemnified  hereunder  to the  extent  of  insurance  actually  in force  which
provides coverage with respect to such indemnified event.  Furthermore,  the APS


                                       38
<PAGE>

Indemnified  Parties and all parties claiming under the APS Indemnified  Parties
agree not to assign or transfer (by  subrogation  or otherwise) to any insurance
carrier or any third-party  claiming under any insurance  carrier,  any right of
recovery under this Agreement.

         Notwithstanding the foregoing or any other provision of this Agreement,
any obligations  arising in connection with a breach,  or threatened  breach, by
Trevey and/or Bouchard, as the case may be, of the provisions of Section 10.3 or
Article 9 hereof shall not be subject to the foregoing  limitations or manner of
payment provisions, or any other limitations or qualifications, and in the event
of any such breach, or threatened  breach,  of any such provisions,  the parties
seeking relief related thereto shall have all remedies available to them at law,
in equity, or otherwise.

         Section 7.2 DEFENSE OF THIRD-PARTY  CLAIMS.  An APS  Indemnified  Party
shall  give  prompt  written  notice  to  each  of the  Control  Parties  of the
commencement or assertion of any third party action in respect of which such APS
Indemnified Party shall seek indemnification hereunder. Any failure so to notify
the Control  Parties  shall not relieve the Control  Parties from any  liability
that they may have to such APS  Indemnified  Party under this Article unless the
failure to give such notice  materially  and  adversely  prejudices  the Control
Parties.  The  Control  Parties  shall  have the right to assume  control of the
defense of, settle or otherwise dispose of such third-party action on such terms
as it deems appropriate; provided, however, that:

         (a) The APS  Indemnified  Party shall be entitled,  at his, her, or its
own expense, to participate in the defense of such third-party action;

         (b) The Control Parties shall obtain the prior written  approval of the
APS Indemnified Party, which approval shall not be unreasonably withheld, before
entering into or making any settlement,  

                                       39
<PAGE>

compromise, admission or acknowledgment
of the validity of such  third-party  action or any liability in respect thereof
if,  pursuant to or as a result of such  settlement,  compromise,  admission  or
acknowledgment,  injunctive or other  equitable  relief would be imposed against
the APS Indemnified Party;

         (c) None of the  Control  Parties  shall  consent  to the  entry of any
judgment or enter into any settlement that does not include as an  unconditional
term  thereof the  execution  and  delivery of a release  from all  liability in
respect of such  third-party  action by each  claimant or  plaintiff  to, and in
favor of, each APS Indemnified Party; and

         (d) None of the Control Parties shall be entitled to control (but shall
be entitled to  participate at their own expense in the defense of), and the APS
Indemnified  Party shall be entitled to have sole control  over,  the defense or
settlement, compromise, admission or acknowledgment of any third-party action as
to which the Control Parties fail to assume the defense within thirty (30) days;
provided,  however,  that the APS  Indemnified  Party shall make no  settlement,
compromise,  admission or  acknowledgment  which would give rise to liability on
the part of the  Control  Parties,  without  the prior  written  consent  of the
Control Parties.

         (e) The Control Parties shall make payments of all amounts  required to
be made  pursuant  to the  foregoing  provisions  of this  Article to or for the
account of the APS Indemnified  Party from time to time promptly upon receipt of
bills or invoices  relating thereto or when otherwise due and payable,  provided
that the APS  Indemnified  Party has agreed in writing to reimburse  the Control
Parties for the full amount of such  payments  if the APS  Indemnified  Party is
ultimately determined not to be entitled to such indemnification. If the Control
Parties fail to timely remit  payments of amounts owed  hereunder,  such amounts


                                       40
<PAGE>

shall  accrue  interest  at the  maximum  rate  of  interest  permissible  under
applicable state or federal law.

         (f)  The  parties  hereto  shall  extend   reasonable   cooperation  in
connection with the defense of any  third-party  action pursuant to this Article
and, in  connection  therewith,  shall  furnish such  records,  information  and
testimony and attend such conferences,  discovery proceedings,  hearings, trials
and appeals as may be reasonably requested.

                                  ARTICLE VIII
                     INDEMNIFICATION OF THE CONTROL PARTIES

         Section 8.1  Indemnification  by APS. APS agrees to indemnify  and hold
harmless  the  Control  Parties  and  the  Limited  Partner  (collectively,  the
"Indemnified Control Parties") from and against any and all Indemnified Costs in
connection  with the  commencement  or assertion of any third party action which
any of the Indemnified Control Parties may sustain, arising out of any breach or
default  by  APS  of  any  of  its  representations,  warranties,  covenants  or
agreements  contained in this Agreement or any agreement or document executed in
connection  herewith   (including,   without   limitation,   the  Organizational
Documents).  Notwithstanding  the  foregoing  or any  other  provision  of  this
Agreement,  an  obligation  of APS shall arise under this Section only if and to
the extent  that  Indemnified  Costs  owed to all  Indemnified  Control  Parties
hereunder, in the aggregate, exceed $100,000.

         The  Indemnified  Control  Parties and all parties  claiming  under the
Indemnified  Control Parties waive any right of subrogation  with respect to any
matter indemnified  hereunder to the extent of insurance actually in force which
provides  coverage  with respect to such  indemnified  event.  Furthermore,  the
Indemnified  Control  

                                       41
<PAGE>

Parties and all  parties  claiming  under the  Indemnified
Control Parties agree not to assign or transfer (by subrogation or otherwise) to
any insurance carrier or any third-party  claiming under any insurance  carrier,
any right of recovery under this Agreement.

         Section 8.2 INDEMNIFICATION BY THE LIMITED PARTNER. The Limited Partner
agrees to  indemnify  and hold  harmless  the  Control  Parties and APS from and
against any and all  Indemnified  Costs in connection  with the  commencement or
assertion of any third party action which any Control  Party or APS may sustain,
arising  out of any  breach or  default  by the  Limited  Partner  of any of its
representations, warranties, covenants or agreements contained in this Agreement
or any agreement or document  executed in connection  herewith.  Notwithstanding
the  foregoing or any other  provision of this  Agreement,  an obligation of the
Limited  Partner  shall arise under this  Section only if and to the extent that
Indemnified  Costs owed to all the  Control  Parties and APS  hereunder,  in the
aggregate, exceed $100,000.

         Section 8.3  INDEMNIFICATION  BY NEWCO.  Newco agrees to indemnify  and
hold harmless APS, the Control  Parties and the Limited Partner from and against
any and all  Indemnified  Costs arising from, or in connection  with, (a) any of
the liabilities specifically assumed by Newco at Closing pursuant to Section 1.6
hereof,  (b) any demands made against Trevey and Bouchard under the terms of the
personal  guaranty  and/or  maker  obligations  described in Section 1.8 hereof,
and/or (c) any  obligations or liabilities  with respect to any claims  asserted
based on the business of Newco conducted after the Closing.  Notwithstanding the
foregoing or any other provision of this Agreement, an obligation of Newco shall
arise under this Section only if and to the extent that  Indemnified  Costs owed
to all the  Control  Parties  and the  Limited  Partner  hereunder  (other  than
obligations arising pursuant to subsection (b) above), in the aggregate,  exceed
$100,000.

                                       42
<PAGE>

         Section 8.4 DEFENSE OF THIRD-PARTY  CLAIMS.  The  indemnified  party or
parties (both individually and collectively,  the "indemnified party") under the
foregoing  provisions  of this Article shall give prompt  written  notice to the
indemnifying  party  or  parties  (both   individually  and  collectively,   the
"indemnified  party")  under the  foregoing  provisions  of this  Article of the
commencement  or  assertion  of any third party  action in respect of which such
indemnified party shall seek indemnification hereunder. Any failure to so notify
the  indemnifying  party  shall not  relieve  such  indemnifying  party from any
liability that it may have to such  indemnified  party under this Article unless
the  failure  to give  such  notice  materially  and  adversely  prejudices  the
indemnifying  party.  The  indemnifying  party  shall  have the  right to assume
control of the  defense  of,  settle or  otherwise  dispose of such  third-party
action on such terms as it deems appropriate; provided, however, that:

         (a)      The indemnified  party shall be entitled,  at his, her or its 
own expense,  to participate in the defense of such third-party action;

         (b) The  indemnifying  party shall obtain the prior written approval of
the indemnified party, which approval shall not be unreasonably withheld, before
entering into or making any settlement,  compromise, admission or acknowledgment
of the validity of such  third-party  action or any liability in respect thereof
if,  pursuant to or as a result of such  settlement,  compromise,  admission  or
acknowledgment,  injunctive or other  equitable  relief would be imposed against
the indemnified party;

         (c) The  indemnifying  party  shall  not  consent  to the  entry of any
judgment or enter into any settlement that does not include as an  unconditional
term  thereof the  execution  and  delivery of a release  from all  liability in
respect of such  third-party  action by each  claimant or  plaintiff  to, and in
favor of, each indemnified party; and

                                       43
<PAGE>

         (d) The indemnifying  party shall not be entitled to control (but shall
be  entitled to  participate  at its own  expense in the  defense  of),  and the
indemnified  party shall be entitled to have sole control  over,  the defense or
settlement, compromise, admission or acknowledgment of any third-party action as
to which the  indemnifying  party fails to assume the defense within thirty (30)
days;  provided,  however,  that the indemnified party shall make no settlement,
compromise,  admission  or  acknowledgment  which  would give rise to  liability
(other than liability to the indemnified party under this Agreement) on the part
of the indemnifying party without the prior written consent of such indemnifying
party.

         (e) The indemnifying  party shall make payments of all amounts required
to be made  pursuant to the  foregoing  provisions of this Article to or for the
account of the  indemnified  party from time to time  promptly  upon  receipt of
bills or invoices  relating thereto or when otherwise due and payable,  provided
that the indemnified  party has agreed in writing to reimburse the  indemnifying
party  for the  full  amount  of  such  payments  if the  indemnified  party  is
ultimately  determined  not  to be  entitled  to  such  indemnification.  If the
indemnifying  party fails to timely remit  payments of amounts  owed  hereunder,
such amounts shall accrue  interest at the maximum rate of interest  permissible
under applicable state or federal law.



         (f)  The  parties  hereto  shall  extend   reasonable   cooperation  in
connection with the defense of any  third-party  action pursuant to this Article
and, in  connection  therewith,  shall  furnish such  records,  information  and
testimony and attend such conferences,  discovery proceedings,  hearings, trials
and appeals as may be reasonably requested.

                                       44
<PAGE>

                                   ARTICLE IX
                              RESTRICTIVE COVENANTS

         Section   9.1   RELEASE  OF   PARTNERSHIP   PROVISIONS.   Each  of  the
Partnerships,  the General  Partner,  the Limited  Partner,  Trevey and Bouchard
hereby  covenant  and agree that the General  Partner,  Trevey and  Bouchard are
hereby  released  from any  restrictive  agreements,  covenants,  provisions  or
conditions  contained in the  Articles of Limited  Partnership,  Certificate  of
Limited Partnership or other organizational  documents entered into with respect
to  the  Partnerships.  Without  limiting  the  foregoing,  it  is  specifically
acknowledged  and agreed  that the  provisions  of ARTICLE  XIII (Right of First
Refusal) of the Amended and Restated  Articles of Limited  Partnership of Barton
House,  and the  provisions  of ARTICLE  XIII  (Right of First  Refusal)  of the
Articles of Limited  Partnership  of Oakwell,  are hereby waived and released in
all respects and shall  hereafter be null and void.  It is expressly  agreed and
understood  that the  provisions  of this  Section  in no way  modify,  limit or
otherwise affect any obligations of the parties contained in

this  Article,  or  elsewhere  in this  Agreement,  or in any other  contract or
agreement  entered  into  pursuant  to the  transactions  contemplated  by  this
Agreement.

         Section  9.2  NON-DISCLOSURE  OF  PROPRIETARY  INFORMATION.  Each party
hereto agrees that through its  relationship and dealings with Newco, it will be
exposed   to   confidential   information   and  trade   secrets   ("Proprietary
Information")  pertaining  to, or arising from, the business of Newco or Newco's
affiliates,  that such  Proprietary  Information is unique and valuable and that
Newco or Newco's  affiliates would suffer irreparable injury if this information
were  divulged  to those  in 

                                       45
<PAGE>

competition  with  Newco  or  Newco's  affiliates.
Therefore,  each party  agrees to keep in strict  secrecy and  confidence,  both
during and after the period of its relationship or business dealings with Newco,
any and all information which it acquires, or to which it has access during such
relationship or through such dealings,  that has not been publicly  disclosed by
Newco or Newco's affiliates or that is not a matter of common knowledge by their
respective  competitors.  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 Newco,  marketing and other  business and pricing  strategies and trade
secrets of Newco and Newco's  affiliates;  provided,  however,  that Proprietary
Information  shall not include any such  information  which has become generally
known to the public or in the relevant  trade or industry by means other than as
a result of unauthorized  disclosure by or at the direction of the party relying
on this exception.

         At all times after the Closing,  except with prior written  approval by
the Board of Directors of Newco (pursuant to Article VIII, subsection (t) of the
Shareholders  Agreement and Article 3, Section 8(t) of Newco's Bylaws),  in each
instance,  no party shall: (a) directly or indirectly,  disclose any Proprietary
Information  to any person  except  authorized  personnel  of Newco,  or (b) use
Proprietary  Information in any way not related solely to the business of Newco.
If such party is an employee of Newco or Newco's affiliates, upon termination of
employment,  whether voluntary or involuntary,  within forty-eight (48) hours of
termination,  such  employee  will deliver to Newco  

                                       46
<PAGE>

(without  retaining  copies
thereof) all documents,  records or other  memorializations  including copies of
documents  and  any  notes  which  such  employee  has  prepared,  that  contain
Proprietary  Information or relate to Newco's or Newco's  affiliates'  business,
all other tangible Proprietary Information in such party's possession or control
and all of Newco's  and  Newco's  affiliate's  credit  cards,  keys,  equipment,
vehicles,  supplies and other  materials  that are in  possession  or under such
employee's control.

         Notwithstanding the foregoing or any other provision of this Agreement,
any party shall be entitled to divulge or disclose  Proprietary  Information (x)
to  its   accountants,   attorneys,   bankers   or   financial   advisors   (its
"Representatives")  for the sole purpose of  representing  it in connection with
the  business  of Newco,  (y) in the event  that it or its  Representatives  are
requested or required  during or through legal  proceedings  by oral  questions,
interrogatories,  requests for  information  or documents,  subpoenas,  or other
similar legal process to disclose any of the Proprietary  Information,  but only
after such party  provides  the other  parties  hereto ten (10) days,  following
written notice of any such request or requirement, to seek a protective order or
other  appropriate  remedy,  or waive  compliance  with the  provisions  of this
subsection,  (z) it or  its  Representatives  are,  in the  written  opinion  of
qualified legal counsel  addressed and delivered to the other parties hereto not
less than ten (10) days prior to any disclosure,  legally  compelled to disclose
Proprietary Information to any tribunal,  agency or governmental regulatory body
or else stand liable for contempt or suffer other  censure or penalty,  but only
to the extent required under the circumstances.

         Section 9.3  NON-COMPETITION.  Each party to this Agreement (other than
Newco) hereby agrees that,  such party will not directly or  indirectly,  either
through any kind of ownership  

                                       47
<PAGE>

(other than ownership of securities of a publicly
held corporation,  or other entity, of which it owns less than five percent (5%)
of any class of outstanding securities), or as a principal,  shareholder, agent,
employer, advisor, consultant, co-partner or in any individual or representative
capacity  whatever,  either for its own  benefit or for the benefit of any other
person,  corporation or other entity,  without the prior written  consent of all
other  parties  hereto,  commit any of the following  acts,  which acts shall be
considered violations of this covenant not to compete:

          (a) Directly or indirectly (other than through Newco), anywhere within
any state of the United  States in which,  at the time such  party's  employment
relationship with Newco, if applicable, terminates, Newco owns, operates, or has
specific plans to acquire, develop or operate, a business location providing, or
to provide, any Covered Services (as herein defined),  engage in, or provide any
services related to the provision of assisted living services to senior citizens
with dementia, or any related services. For purposes of this Agreement, "Covered
Services"  means any  services  related  to the  provision  of  assisted  living
services to senior citizens with dementia or any related services.

         Notwithstanding the foregoing or any other provision of this Agreement,
(A) the  restrictions  contained in this subsection (a) shall lapse with respect
to Trevey on the later of (x) the fifth  anniversary of the Closing Date and (y)
the  second  anniversary  of the date that  Trevey  voluntarily  terminates  his
employment  with Newco,  (B) the  restrictions  contained in this subsection (a)
shall lapse with  respect to Bouchard on the later of (x) the fifth  anniversary
of the Closing  Date and (y) the second  anniversary  of the date that  Bouchard
voluntarily  terminates his employment with Newco,  and (C) if Newco  terminates
the employment of either Bouchard or 

                                       48
<PAGE>

Trevey, the restrictions  contained in this
subsection  (a) shall lapse with  respect to the  terminated  party on the first
anniversary of such termination.  The restrictions  contained in this subsection
(a) shall cease to be effective  with respect to all parties  hereto at any time
that  both  Bouchard  and  Trevey  are not  longer  bound by such  restrictions.
Furthermore,  in no event  shall  any party be bound by the  provisions  of this
subsection  (a) after the earlier to occur of (i) the  expiration  of five years
from the date the common stock of Newco becomes  publicly  traded pursuant to an
underwritten  registered  public  offering,  or (ii) the expiration of ten years
after the Closing Date.

         (b) Directly or indirectly,  for such party's own account or otherwise,
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 Newco
or Newco's  affiliates,  any  client,  account or  location  of Newco or Newco's
affiliates  with  which  such  party  has had any  contact  as a  result  of its
relationship and business dealings with Newco hereunder.

         (c)  Directly  or  indirectly  request  or  advise  any  person,  firm,
physician, corporation or other entity having a business relationship with Newco
or any  affiliate  of Newco,  to withdraw,  curtail or cancel its business  with
Newco or such affiliate.

         (d) Directly or indirectly  hire any employee of Newco or any affiliate
of Newco,  or  induce or  attempt  to  influence  any  employee  or  independent
contractor  of Newco or any such  affiliate  to  terminate  or modify his or her
employment or contractual arrangement with Newco or any such affiliate.

                                       49
<PAGE>

         Section 9.4  AGREEMENT OF THE  PARTIES.  Each party hereto has reviewed
and carefully  considered  the  provisions of this Article and,  having done so,
agrees that the restrictions applicable to them as set forth herein (a) are fair
and  reasonable  with respect to time,  geographic  area and scope,  (b) are not
unduly burdensome to them and (c) are reasonably  required for the protection of
the  interests of the other parties  hereto for whose benefit such  restrictions
were agreed upon.

         Section 9.5 REMEDIES.  Each party hereto understands,  acknowledges and
agrees that a violation on its part of any applicable covenant contained in this
Article will cause the other parties hereto for whose benefit such  restrictions
were  agreed  upon  irreparable  damage for which  remedies at law alone will be
insufficient,  and for that  reason,  each party  hereto  agrees  that the other
parties shall be entitled as a matter of right,  upon  application to a court of
competent  jurisdiction,  to  equitable  remedies  in  the  event  of  any  such
violation,  including specific performance and injunctive relief,  therefor. The
right to specific  performance and injunctive  relief shall be cumulative and in
addition to whatever other remedies, at law or in equity, that the other parties
may have, including, specifically, recovery of additional damages.

                                    ARTICLE X
                             POST CLOSING AGREEMENTS

         Section 10.1 Transition of Business. Each of the Control Parties agrees
to  cooperate  fully with Newco in  transitioning  the business  conducted,  and
business  relationships  maintained  

                                       50
<PAGE>

by  each  of the  Partnerships  (and by the
General  Partner as to the Assets  contributed to Newco by the General  Partner)
prior to the Closing, to Newco after the Closing (including, without limitation,
the re-registration in all applicable jurisdictions, under the name of Newco, of
all registered  trademarks or servicemarks included in the Assets); APS and each
Control  Party  agree not to take any action or make any  disclosure,  including
disclosures  related to the transactions  contemplated by this Agreement,  which
might  alter or impair any  relationship  with any  customer,  or other  service
recipient,  person or entity which did business with either of the  Partnerships
prior to the Closing.  Each Control Party agrees to promptly  remit to Newco any
payments  received by any Control  Party for services  provided by either of the
Partnerships after the Effective Time and before the Closing,  or by Newco after
the Closing. Furthermore, each of the Control Parties agrees to deposit any such
payments  received  directly to a deposit  account  designated and controlled by
Newco or to take such other action as may be  requested by APS to implement  and
maintain  a  system  for  remitting  payments  due  Newco  which  come  into the
possession or control of any Control Party. The provisions of this Section shall
not require any party hereto to incur out-of-pocket costs unless Newco pays for,
or agrees to reimburse, such costs.

         Section  10.2  RATIFICATION  BY  NEWCO.  Each and  every  party to this
Agreement  hereby  expressly  agrees that it will not  challenge or contest,  on
legal  grounds or  otherwise,  Newco's  execution of, and power and authority to
perform its obligations under, this Agreement, notwithstanding the official date
of Newco's creation.

                                       51
<PAGE>

         Section 10.3 EMPLOYMENT  WITH NEWCO.  Trevey and Bouchard each agree to
enter into an  Employment  Agreement  in the form  attached  hereto as Exhibit E
(collectively,  the "Employment Agreements") at the Closing. Trevey and Bouchard
each agree (a) to comply with the terms of his respective  Employment  Agreement
and (b) not to terminate his employment with Newco for so long as Newco complies
with the terms of the Employment Agreement.

         Section 10.4  DISPOSITION OF SUGARLAND  PROPERTY.  After Closing,  upon
maturity of that certain  promissory note dated December 2, 1997 in the original
principal  amount  of  $300,000,  arising  out of a loan  by APS to the  General
Partner,  (the  "Sugarland  Note"),  and secured by that certain  real  property
located  at 3050 and 3060  Edgewater  Boulevard,  Sugarland,  Texas  77479  (the
"Sugarland Property"),  Newco agrees to purchase, and the General Partner agrees
to sell,  the  Sugarland  Property  to  Newco  (free of all  liens,  claims  and
encumbrances)  in  exchange  for  Newco's  paying  to the  General  Partner,  in
immediately  available  funds, an amount of money equal to all amounts due under
the Sugarland Note. The General  Partner shall execute,  acknowledge and deliver
or cause to be delivered to Newco and APS such documents of title and conveyance
relating to the Sugarland  Property as Newco,  APS or their counsel may request.
All such documents  must be reasonably  acceptable in both form and substance to
Newco and APS and their  counsel,  and Newco  agrees to  reimburse  the  General
Partner for reasonable and necessary  out-of-pocket  costs incurred in obtaining
or providing such documents.

         Section 10.5 FORM D FILING. Following the Closing, Newco shall properly
and timely file with the  Securities  and Exchange  Commission a Form D, and all
parties agree to cooperate, as necessary, to facilitate such filing.

                                       52
<PAGE>

                                   ARTICLE XI
                                  MISCELLANEOUS

         Section  11.1  COLLATERAL  AGREEMENTS,  AMENDMENTS  AND  WAIVERS.  This
Agreement  (together with all documents  delivered pursuant hereto,  executed in
connection  herewith,  or contemplated  herein)  supersedes all other documents,
understandings  and  agreements,  oral or  written  and  constitutes  the entire
understanding  among the parties with respect to the subject matter hereof.  Any
modification  or amendment to, or waiver of, any provision of this Agreement (or
any document delivered pursuant to this Agreement or contemplated herein, unless
otherwise  expressly  provided  therein)  may be made only by an  instrument  in
writing executed by each party thereto.

         Section 11.2  SUCCESSORS AND ASSIGNS.  No party's rights or obligations
under  this  Agreement  may be  assigned,  transferred,  conveyed  or  otherwise
disposed of except pursuant to that certain  Shareholders  Agreement executed in
connection with this Agreement. Upon any such permitted assignment, the assignee
shall execute the  Shareholders  Agreement,  or a counterpart  thereof,  and the
assignor and the assignee shall thereafter be jointly and severally  responsible
for the obligations of assignor hereunder.  Furthermore,  no assignment,  of any
type,  of rights or  obligations  under this  Agreement  shall in any way limit,
modify or otherwise  affect the  obligations  of the  remaining  parties to this
Agreement.  Any assignment in violation of the foregoing shall be null and void.
Subject to the  preceding  sentences of this  Section,  the  provisions  of this
Agreement (and, unless otherwise  expressly  provided  therein,  of any document

                                       53
<PAGE>

delivered  pursuant to this Agreement or  contemplated  herein) shall be binding
upon and inure to the benefit of the parties hereto and their respective  heirs,
legal representatives, successors and assigns.

         Notwithstanding the foregoing or any other provision of this Agreement,
the  parties  hereto  acknowledge  and agree  that APS shall  have  unrestricted
rights,  upon written notice to the other parties  hereto,  to freely assign its
rights under this Agreement and the other  contracts or agreements  entered into
by APS pursuant  hereto,  to any entity,  the  majority of whose  voting  equity
securities is then owned directly or indirectly by APS; provided,  however, that
APS shall remain fully  liable for all its  obligations  hereunder or under such
other contracts or agreements after any such assignment.

         Section 11.3 EXPENSES.  Except as set forth in the following  sentence,
regardless of whether the transactions contemplated hereby are consummated, each
party  hereto  shall  pay  all of  the  costs  and  expenses  incurred  by it in
connection  with this  Agreement,  including the fees and  disbursements  of its
legal counsel and accountants. In the event the transactions contemplated herein
are consummated,  Newco will pay, or promptly reimburse,  all parties hereto for
the  reasonable  fees  and  disbursements  of  its  legal  counsel  incurred  in
connection  with the  negotiation  and entering  into of this  Agreement and the
other  contracts and  agreements  entered into in  connection  with the Closing.
Furthermore,  Newco agrees to reimburse the General Partner for the ordinary and
necessary  out-of-pocket  costs  incurred in preparing the 1997 and 1998 federal
income tax return of the Partnerships and the General Partner.

                                       54
<PAGE>

         Section 11.4 INVALID PROVISIONS.  If any provision of this Agreement is
held to be illegal,  invalid or unenforceable under present or future laws, such
provision  shall be fully  severable,  this  Agreement  shall be  construed  and
enforced  as if such  illegal,  invalid  or  unenforceable  provision  had never
comprised  a part of this  Agreement  and as if there was  substituted  in place
thereof a  provision  which  parallels  as closely as allowed by law the severed
provision,  and the remaining  provisions of this Agreement shall remain in full
force  and  effect  and  shall  not be  affected  by  the  illegal,  invalid  or
unenforceable provision or by its severance from this Agreement.

         Section  11.5  WAIVER.  No failure or delay on the part of any party in
exercising any right, power or privilege hereunder or under any of the documents
delivered in connection  with this  Agreement  shall operate as a waiver of such
right, power or privilege;  nor shall any single or partial exercise of any such
right,  power or privilege  preclude any other or future exercise thereof or the
exercise of any other right, power or privilege.

         Section  11.6  NOTICES.  Any notices  required or permitted to be given
under this Agreement (and, unless otherwise  expressly  provided therein,  under
any document delivered pursuant to this Agreement) shall be given in writing and
shall be deemed received (a) when delivered  personally or by courier service to
the relevant  party at its address as set forth below or (b) if sent by mail, on
the third day  following  the date when  deposited  in the United  States  mail,
certified or registered  mail,  postage  prepaid,  to the relevant  party at its
address indicated below:


                                       55
<PAGE>

APS, NEWCO OR              American Physicians Service Group, Inc.
THE ADDITIONAL             1301 Capital of Texas Highway, Suite C-300
PURCHASERS:                Austin, Texas  78746
                                    Attention:  President
                                    Fax:  (512) 314-4301

with a copy to:                     Timothy L. LaFrey
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                         816 Congress Avenue, Suite 1900
                               Austin, Texas 78701
                               Fax: (512) 499-6290

LIMITED PARTNER:  Uncommon Partners, Ltd.
                                    808 West 10th Street
                                    Austin, Texas  78701
                                    Attn:  Matt Mathias
                                    Fax:  (512) 469-0928

with a copy to:                     J. Bradley Greenblum
                                    Jenkens & Gilchrist
                                    2200 One American Center
                                    600 Congress Avenue
                                    Austin, Texas  78701
                                    Fax:  (512) 404-3520

                                       56
<PAGE>

CONTROL PARTIES:  Uncommon Care
                                    101 W. 6th Street, Suite 330
                                    Austin, Texas  78701

with a copy to:                     Bret Van Earp
                                    100 Congress Avenue, Suite 1800
                                    Austin, Texas  78701
                                    Fax:  (512) 469-3724

         Each party may change  its  address  for  purposes  of this  Section by
proper notice to the other parties.

         Section 11.7 SURVIVAL OF  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.
Regardless  of any  investigation  at any time made by or on behalf of any party
hereto  or of any  information  any  party  may  have in  respect  thereof,  all
covenants,  agreements,  indemnity  obligations,  representations and warranties
made  or  agreed  to  hereunder,  pursuant  hereto  or in  connection  with  the
transactions contemplated hereby, shall survive the Closing.

         Section 11.8 FURTHER  ASSURANCES.  At, and from time to time after, the
Closing,  each party shall, at the request of another party, but without further
consideration,  execute  and  deliver  such  other  instruments  of  conveyance,
assignment, assumption, transfer and delivery and take such other action as such
party may  reasonably  request in order to more  effectively  to consummate  the
transactions contemplated hereby, consistent with the terms hereof.

                                       57
<PAGE>

         Section  11.9  CONSTRUCTION  AND  KNOWLEDGE.  This  Agreement  and  any
documents or instruments  delivered  pursuant  hereto or in connection  herewith
shall be construed  without regard to the identity of the person who drafted the
various  provisions of the same.  Each and every provision of this Agreement and
such other  documents  and  instruments  shall be construed as though all of the
parties  participated  equally in the  drafting of the same.  Consequently,  the
parties  acknowledge and agree that any rule of construction  that a document is
to be construed  against the drafting  party shall not be  applicable  either to
this Agreement or such other documents and instruments.

         Section 11.10  GOVERNING  LAW. This  Agreement  shall be governed by 
and construed in accordance  with the laws of the State of Texas.

         Section 11.11  COUNTERPARTS.  This Agreement may be executed in several
counterparts,  each of  which  shall  constitute  an  original  and all of which
together  shall  constitute  one and the same  instrument.  Any party hereto may
execute this Agreement by signing any one counterpart.

         Section 11.12 POST EFFECTIVE TIME ADJUSTMENTS.  The parties acknowledge
and agree that each of the  Partnerships  has,  prior to the Closing Date,  been
receiving revenues,  making disbursements and incurring payables and receivables
pursuant to its  operations  in the ordinary  course since the  Effective  Time,
including, without limitation,  paying payroll, payroll taxes, trade vendors and
other  expenses.  Each of the  Partnerships  will promptly  account for all such
activity and will remit to Newco any net profits made and other amounts, if any,

                                       58
<PAGE>

due Newco with respect to such post-Effective Time activity.  Furthermore, Newco
shall reimburse the General Partner,  the Limited  Partner,  Trevey and Bouchard
for  any  cash  contributions  made  by them  to the  Partnerships  between  the
Effective  Time and the  Closing  Date  made on  account  of any cash  basis net
operating losses incurred by the Partnerships in the ordinary course of business
between the Effective Time and the Closing Date.

                            [Signature pages follow]


                                       59
<PAGE>


                                 SIGNATURE PAGES
                                  CONTRIBUTION
                                       AND
                            STOCK PURCHASE AGREEMENT




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered on the day and year first above written.


APS:                                 AMERICAN PHYSICIANS SERVICE GROUP, INC.


                                     By:   /s/ Duane K. Boyd, Jr.
                                     Print Name:    Duane K. Boyd, Jr.
                                     Print Title:   Senior VP



NEWCO:                               BARTON ACQUISITION, INC.


                                     By:   _____________________________________
                                     Print Name:    ___________________________
                                     Print Title:   ___________________________


                                      S-1
<PAGE>

BARTON HOUSE:                        BARTON HOUSE, LTD.


                                 By:   Uncommon Care, Inc., its General Partner

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



OAKWELL:                         BARTON HOUSE AT OAKWELL FARMS, LTD.


                                 By:   Uncommon Care, Inc., its General Partner
                                 
                                 By:   /s/ George R. Bouchard
                                 Print Name:     George R. Bouchard
                                 Print Title:    President

                                      S-2
<PAGE>

GENERAL PARTNER:                 UNCOMMON CARE, INC.

                                 By:   Uncommon Care, Inc., its General Partner
                                 
                                 By:   /s/ George R. Bouchard
                                 Print Name:     George R. Bouchard
                                 Print Title:    President
                                 


BOUCHARD:                        /s/ George R. Bouchard                         
                                 -----------------------
                                 George R. Bouchard



TREVEY:                          /s/ John H. Trevey
                                 -----------------------                        
                                 John H. Trevey



                                      S-3
<PAGE>

LIMITED PARTNER:                 UNCOMMON PARTNERS, LTD.


                                By:   LTZ, Inc., its General Partner

                                By:   /s/ Matt Mathias
                                      Matt Mathias, President

               [Signature pages for Additional Purchasers follow]


                                      S-4
<PAGE>


                                 SIGNATURE PAGES
                                  CONTRIBUTION
                                       AND
                            STOCK PURCHASE AGREEMENT



ADDITIONAL
PURCHASERS:
                             /s/ Richard J. Clark
                             ----------------------
                                 Richard J. Clark


                                 DUANE K. BOYD, JR. TRUST


                             By  /s/ Duane K. Boyd, Jr. Trustee
                                 -------------------------------
                                 Duane K. Boyd, Jr., Trustee


                                 /s/ Robert L. Myer
                                 ---------------------------
                                 Robert L. Myer


                             J. A. MURPHY DESCENDANTS' TRUST

                             By BANK OF BERMUDA, TRUSTEE


                             By     /s/ R.H. Masters
                             Name   Robert H. Masters
                             Title  Trust Manager


                                /s/ William A. Searles
                                ------------------------
                                William A. Searles


                                /s/ Kenneth S. Shifrin
                                ------------------------
                                Kenneth S. Shifrin


                                /s/ Samuel Granett
                                -----------------------
                                Samuel Granett

                                      S-5
<PAGE>

                                /s/ W. H. Hayes
                                --------------------------
                                 W. H. Hayes


                                /s/  H.J. Howard. III
                                --------------------------
                                 H. J. Howard, III

                                      S-6
<PAGE>


                                   APPENDIX I

                              ADDITIONAL PURCHASERS


Name                                    Number of Shares        Purchase Price

Richard J. Clark                              3,800                  $11,000
Duane K. Boyd, Jr. Trust                     19,000                   55,000
Robert L. Myer                               17,100                   49,500
J. A. Murphy Descendants' Trust               7,600                   22,000
William A. Searles                            9,880                   28,600
Kenneth S. Shifrin                           11,400                   33,000
Samuel Granett                                3,800                   11,000
W. H. Hayes                                   7,600                   22,000
H. J. Howard, III                             1,900                    5,500
                                            -------                 --------

         Totals                              82,080                 $237,600
                                             ======                  =======