Exhibit 10.33
                                 LOAN AGREEMENT



         THIS LOAN AGREEMENT (the "Agreement") is made and entered into as of
October ____, 2003, by and between AMERICAN PHYSICIANS SERVICE GROUP, INC., a
Texas corporation (the "Borrower") and PLAINSCAPITAL BANK, a Texas state bank
(the "Lender").


                              W I T N E S S E T H :


         THAT, in consideration of the mutual covenants, agreements and
undertakings herein contained, the parties hereto agree as follows:

1.       Definitions:

         Unless a particular word or phrase is otherwise defined or the context
otherwise requires, capitalized words and phrases used in Loan Documents have
the meanings provided below (such meanings to be applicable to both the singular
and plural forms of these words):

         Affiliate shall mean any Person controlling, controlled by, or under
common control with any other Person. For purposes of this definition, "control"
(including "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or otherwise. If any Person shall own, directly
or indirectly, twenty percent (20%) or more of the indicia of equity rights
(whether outstanding capital stock, partnership interests or otherwise) of
another Person, such Person shall be deemed to be an Affiliate.

         Agreement shall mean this Loan Agreement.

         Chapter 303 shall mean Chapter 303 of the Texas Finance Code, as in
effect on the date the document using such term was executed (unless otherwise
provided in such document).

         Code shall mean the Internal Revenue Code of 1986, as amended, as now
or hereafter in effect, together with all regulations, rulings and
interpretations thereof or thereunder by the Internal Revenue Service.

         Debt to Worth Ratio shall mean the ratio of (a) total liabilities, less
contributions in aid of construction, living unit equivalents and inter-company
debt which is subordinated in payment to the Loan to (b) net worth, being total
assets minus total liabilities, as determined in accordance with Generally
Accepted Accounting Principles.


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         ERISA shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and all rules, regulations, rulings and
interpretations adopted by the Internal Revenue Service or the Department of
Labor thereunder.

         Event of Default shall mean any of the events specified as a default in
any Loan Document, including without limitation any of the events described in
Section 7.1 of this Agreement, provided there has been satisfied any requirement
in connection with such event for the giving of notice, or the lapse of time, or
the happening of any further condition, event or act, and Default shall mean any
of such events, whether or not any such requirement has been satisfied.

         Generally Accepted Accounting Principles shall mean, as to a particular
Person, such accounting practice as, in the opinion of the independent
accountants of recognized national standing regularly retained by such Person
and acceptable to the Lender, conforms at the time to Generally Accepted
Accounting Principles, consistently applied. Generally Accepted Accounting
Principles means those principles and practices (1) which are recognized as such
by the Financial Accounting Standards Board, (2) which are applied for all
periods after the date hereof in a manner consistent with the manner in which
such principles and practices were applied to the most recent audited financial
statements of the relevant Person furnished to the Lender, and (3) which are
consistently applied for all periods after the date hereof so as to reflect
properly the financial condition, and results of operations and changes in cash
flow, of such Person. Any accounting terms used in this Agreement but not
defined herein shall have the same meaning as promulgated by the Financial
Accounting Standards Board.

         Highest Lawful Rate shall mean the maximum nonusurious rate of interest
permitted to be charged, contracted for, received or collected by applicable
federal or Texas law (whichever shall permit the higher lawful rate) from time
to time in effect. At all times, if any, as Chapter 303 shall establish the
Highest Lawful Rate, the Highest Lawful Rate shall be the "indicated rate
ceiling" (as defined in Chapter 303) from time to time in effect. If the
obligation is an open-end account, the Lender may from time to time, as to
then-current and future balances, implement any other ceiling under Chapter 303
and/or revise the index, formula, or provision of law used to compute the rate
on such obligation, if and to the extent permitted by, and in the manner
provided in, Chapter 303.

         Indebtedness shall mean and include (1) all items which in accordance
with Generally Accepted Accounting Principles would be included on the liability
side of a balance sheet on the date as of which Indebtedness is to be determined
(excluding capital stock, surplus, surplus reserves, and deferred credits), (2)
all guaranties, endorsements, and other contingent obligations respecting any
obligations to purchase or otherwise acquire, Indebtedness of others, (3) all
Indebtedness secured by any Lien existing on any interest of the Person
respecting which Indebtedness is being determined in Property owned subject to
such Lien whether or not the Indebtedness secured thereby shall have been
assumed, and (4) capital leases; provided, that such term shall not mean or
include any Indebtedness in respect of which monies sufficient to pay and
discharge the same in full (either on the expressed date of maturity thereof or


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on such earlier date as such Indebtedness may be duly called for redemption and
payment) have been deposited with a depository, agency, or trustee acceptable to
the Lender in trust for the payment thereof.

         Investment shall mean the purchase or other acquisition of any
securities or Indebtedness of, or the making of any loan, advance, transfer of
Property, or capital contribution to, or the incurring of any liability,
contingently or otherwise, respecting the Indebtedness of, any Person.

         Liquidity shall mean cash or marketable securities reasonably
acceptable to the Lender that can be converted to cash within five (5) working
days.

         Lien shall mean any mortgage, pledge, charge, encumbrance, security
interest, collateral assignment, or other lien or restriction of any kind,
whether based on common law, constitutional provision, statute, or contract, and
shall include reservations, exceptions, encroachments, easements, rights of way,
covenants, conditions, restrictions, leases, and other title exceptions.

         Loan shall mean all indebtedness for money borrowed from the Lender by
the Borrower, together with all other liabilities of the Borrower under the Loan
Documents, whether now existing or hereafter arising.

         Loan Documents shall mean this Agreement, the Note, all instruments,
certificates, and agreements now or hereafter executed or delivered to the
Lender pursuant to any of the foregoing, and all amendments, modifications,
renewals, extensions, increases, and rearrangements of, and substitutions for,
any of the foregoing.

         Note shall mean the Revolving Promissory Note described in Section 2.1
hereof.

         Parties shall mean all Persons other than the Lender executing any Loan
Document.

         Permitted Investment Securities shall mean: (1) readily marketable
securities issued or fully guaranteed by the United States of America; (2)
commercial paper rated "Prime 1" by Moody's Investors Service, Inc., or A-1 by
Standard and Poor's Borrower with maturities of not more than one hundred eighty
(180) days; (3) mutual funds acceptable to the Lender; (4) certificates of
deposit or repurchase contracts with financial institutions acceptable to the
Lender on terms satisfactory to the Lender, all of the foregoing not having a
maturity of more than one (1) year from the date of issuance thereof; and (5)
readily marketable securities received in settlement of liabilities created in
the ordinary course of business.

         Person shall mean any individual, business entity, trust,
unincorporated organization, governmental authority, or any other form of
entity.


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         Plan shall mean any plan subject to Title IV of ERISA and maintained
for employees of the Borrower or of any member of a "controlled group of
corporations", as such term is defined in the Code, of which the Borrower is a
part, or any such plan to which the Borrower is required to contribute on behalf
of its employees.

         Property shall mean any interest in any kind of property or asset,
whether real, personal or mixed, tangible or intangible.

         Subsidiary shall mean, as to a particular parent business entity, any
business entity of which fifty percent (50%) or more of the indicia of equity
rights (whether outstanding capital stock or otherwise) is at the time directly
or indirectly owned by such parent business entity, or by one or more of its
Affiliates.

2. The Loan.

         2.1 Description of the Loan. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties made by
the Borrower, the Lender agrees to make available to the Borrower a
$3,000,000.00 revolving line of credit, as evidenced by the Revolving Promissory
Note (the "Note") in substantially the form attached hereto as Exhibit "A". The
Loan is unsecured.

3. Conditions.

         3.1 Funding. The obligation of the Lender to fund the proceeds of the
Loan to the Borrower is subject to the receipt by the Lender of each of the
following, in form and substance satisfactory to the Lender:

         (a)      The Note; and
         (b)      Appropriate certificates from the Borrower which evidence the
                  authority of the officers and agents of the Borrower to
                  execute the Loan Documents, together with copies of
                  appropriate organizational documents for said entities.

4. Representations and Warranties.

         To induce the Lender to enter into this Agreement and to make the Loan,
the Parties represent and warrant as follows:

         4.1 Organization. The Borrower expressly represents and warrants to the
Lender that it is a corporation duly organized and existing under the laws of
the State of Texas; that it possesses full power and authority to own its
property and to conduct its business as presently proposed to be conducted; that
the execution and delivery of this Agreement and the Loan Documents and the
performance of the obligations hereunder will not contravene any provisions of


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its articles of incorporation; and that the president, vice president or other
agent executing this Agreement and the Loan Documents is expressly authorized to
execute this Agreement and the Loan Documents by resolution of the Board of
Directors of the Borrower.

         4.2 Financial Statements. The financial statements delivered to the
Lender fairly present, in accordance with Generally Accepted Accounting
Principles, the results of operations of the Borrower at the dates and for the
periods indicated. No material adverse change has occurred in the Property,
liabilities, and financial condition of, and no significant adverse change has
occurred in the business or affairs of, the Borrower since the dates of such
financial statements. The Borrower is not subject to any instrument or agreement
materially and adversely affecting its financial condition, business, or
affairs.

         4.3 Enforceable Obligations; Authorization. The Loan Documents are
legal, valid, and binding obligations of the Parties thereto, enforceable in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, and other similar laws affecting creditors' rights generally and by
general equitable principles. The execution, delivery, and performance of the
Loan Documents have all been duly authorized by all necessary action of the
Parties.

         4.4 Other Debt. None of the Parties are in default in the payment of
any other Indebtedness or under any material agreement, mortgage, deed of trust,
security agreement or lease. Except as previously disclosed in writing to the
Lender, none of the Parties have any Indebtedness for borrowed money.

         4.5 Litigation. Except as previously disclosed in writing to the Lender
and for matters in which less than $100,000.00 are in controversy, there is no
litigation or administrative proceeding pending or, to the knowledge of the
Parties, threatened against, nor any outstanding judgment, order or decree
affecting, the Parties or any of the Property owned by the Parties.

         4.6 Title. The Borrower has good and marketable title to all of its
assets, free and clear of any Lien except for property tax liens which are not
delinquent and mechanics' liens which are not material or are bonded or
otherwise secured to the reasonable satisfaction of the Lender.

         4.7 Taxes. The Parties have filed all tax returns required to have been
filed and paid all taxes due, except those for which extensions have been
obtained and those which are being contested in good faith and for which
reserves deemed adequate by the Lender have been established therefor. None of
the Parties are aware of any pending investigation by any taxing authority which
in the event of an adverse determination would have a material adverse impact
upon the financial condition or the business prospects of the Parties.

         4.8 ERISA. No reportable Event (as defined in Section 4043(b) of ERISA)
has occurred with respect to any Plan. Each Plan complies with all applicable
provisions of ERISA, and the Borrower has filed all reports required by ERISA
and the Code to be filed with respect to each Plan. The Borrower has no


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<PAGE>

knowledge of any Event which could result in a liability of the Borrower to the
Pension Benefit Guaranty Corporation. The Borrower has met all requirements with
respect to funding any Plan proposed by ERISA or the Code. Since the effective
date of Title IV of ERISA, there have not been any nor are there any Events or
conditions now existing that would permit any Plan to be terminated under
circumstances which would cause the lien provided under Section 4068 of ERISA to
attach to any assets of the Borrower. The value of the Plan's benefits
guaranteed under Title IV of ERISA on the date hereof does not exceed the value
of such Plan's assets allocable to such benefits as of the date of this
Agreement and shall not be permitted to do so hereafter.

         4.9 Representations by Others. All written statements made by the
Parties or in connection with any Loan Document shall constitute representations
and warranties of the Parties hereunder.

         4.10 Survival of Representations, Etc. All written representations and
warranties made by the Parties shall survive the delivery of the Note to the
Lender and the making of the Loan, and no investigation at any time made by or
on behalf of the Lender shall diminish the Lender's rights to rely thereon.

5.       Affirmative Covenants.

         The Parties covenant and agree with the Lender that prior to (a) the
termination of this Agreement, (b) the payment in full of the Loan and (c) the
termination of all obligations, if any, of the Lender to advance monies to or on
behalf of the Borrower, the Parties will do, and if necessary cause to be done,
each and all of the following:

         5.1 Taxes, Existence, Regulations, Property, etc. At all times (a) pay
when due all taxes and governmental charges of every kind upon the Parties or
against the income, profits, or Property of the Parties, unless and only to the
extent that the same shall be contested in good faith and reserves deemed
adequate by the Lender have been established therefor; (b) do all things
necessary to preserve the existence, qualifications, rights, and franchises of
the Borrower in all states where such qualification is necessary or desirable;
(c) comply with all applicable legal requirements in respect of the conduct of
the business and the ownership of the Property of the Parties; and (d) cause the
Property of the Parties to be protected, maintained, and kept in good repair and
make all replacements and additions to the Property as may be reasonably
necessary to conduct the business properly and efficiently.

         5.2 Financial Statements and Information. Furnish, or cause to be
furnished, to the Lender each of the following in form, substance and detail
satisfactory to the Lender as soon as available and in any event within (a)
ninety (90) days after the end of each fiscal year, a copy of the Borrower's
Form 10-K statement for the most recent period, and (b) within forty-five (45)
days of the end of each fiscal quarter, a copy of the Borrower's Form 10-Q
statement for the most recent period.


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<PAGE>

         5.3 Inspection. Permit the Lender and the Lender's designated agent to
inspect the Borrower's assets, examine the Borrower's files, books and records
and make and take away copies thereof, and discuss the Borrower's affairs with
the Borrower's officers and accountants, all at such times and intervals and to
such extent as the Lender may reasonably desire. The Lender shall not disclose
any confidential information gained from any such inspection except to the
Lender's directors, officers, employees, attorneys, accountants and regulators
or as otherwise necessary in the Lender's ordinary course of business.

         5.4 Further Assurances. Promptly execute and deliver any and all other
and further instruments which may be reasonably requested by the Lender to cure
any defect in the execution and delivery of any Loan Document or more fully to
describe significant aspects of the Parties' agreements set forth in the Loan
Documents or so intended to be.

         5.5      Books and Records.  Maintain books of record and account in
accordance with Generally Accepted Accounting Principles.

         5.6 Insurance. Maintain insurance with such insurers, on the Borrower's
assets, in an amount equal to the full insurable value of such assets against
such risks as are reasonably satisfactory to the Lender and furnish the Lender
satisfactory evidence thereof promptly upon request. The Borrower shall cause
the Lender to be named as a beneficiary and/or loss payee as to hazard insurance
(as required by the Lender) of such insurance and shall provide the Lender with
copies of the insurance certificate of the insured that the insurance required
by this Section may not be non-renewed without thirty (30) days' prior written
notice to the Lender.

         5.7      Debt to Worth Ratio.  Cause the Borrower to maintain at all
times a Debt to Worth Ratio of not more than 2.0 to 1.0.

         5.8      Liquidity.  Cause the Borrower to maintain at all times a
minimum of $5,000,000.00 in unencumbered Liquidity.

         5.9      Pay Indebtedness.  Pay, renew or extend the principal and
interest on all material  Indebtedness owed by the Borrower as the same shall
become due and payable.

         5.10 ERISA. At all times cause the Borrower to immediately upon
acquiring knowledge of any Reportable Event (as defined in ss.4043(b) of ERISA)
or of any "prohibited transaction", as such term is defined in the Code, in
connection with the Plan, furnish the Lender a statement executed by the
president or chief financial officer of the Borrower setting forth the details
thereof and the action which the Borrower proposes to take with respect thereto
and, when known, any action taken by the Internal Revenue Service or the
Department of Labor with respect thereto.


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<PAGE>

         5.11     Notice of Certain Matters.  Notify the Lender  immediately
upon acquiring  knowledge of the occurrence of any of the following:

         (a)      the institution or threatened institution of any lawsuit or
                  administrative proceedings affecting the Borrower excluding
                  tort claims fully covered by insurance or litigation with an
                  aggregate claim not in excess of $100,000.00;

         (b)      the occurrence of any material adverse change in the assets,
                  liabilities or financial condition of, or any significant
                  adverse change has occurred in the business or affairs of, the
                  Borrower;

         (c)      the occurrence of any Event of Default or any Default.

6.       Negative Covenants.

         The Parties covenant and agree with the Lender that prior to (i) the
termination of this Agreement, (ii) the payment in full of the Loan and (iii)
the termination of all obligations, if any, of the Lender to advance monies to
or on behalf of the Borrower, or either of them, the Borrower will not, without
the prior written consent of the Lender, do or allow to be done any of the
following:

         6.1 Mergers, Consolidations, and Dispositions and Acquisitions of
Assets. In any single transaction or series of transactions with an aggregate
value of greater than $500,000.00, directly or indirectly: (a) liquidate or
dissolve; (b) be a party to any merger or consolidation; (c) sell, convey, or
lease all or any substantial part of its Property, except for sale of inventory
in the ordinary course of business; or (d) acquire all or substantially all of
the Property of any Person.

         6.2 Nature of Business; Management. Change the nature of its business
or enter into any business which is substantially different from the business in
which it is presently engaged or permit any substantial change in its executive
management, which shall mean Kenneth S. Shifrin as Chairman and CEO or William
H. Hayes as CFO, without the consent of the Lender, whose consent shall not be
unreasonably withheld.

         6.3 Books and Records. Change the method by which the Borrower
maintains its books and records, except as required by Generally Accepted
Accounting Principles.

7. EVENTS OF DEFAULT AND REMEDIES.

         7.1 Events of Default. If any of the following events shall occur, then
the Lender may do any or all of the following subject to the express notice and
cure rights described in the Note: (1) declare the Loan to be immediately due
and payable, together with all accrued interest thereon, without notice of any
kind, notice of acceleration or of intention to accelerate, presentment and
demand or protest, all of which are hereby expressly waived (except for the


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express notice and cure rights described in the Note); (2) terminate all
commitments to advance funds to the Borrower; (3) accelerate the maturity of the
Loan to a date as early as the date of the notice; (4) exercise its rights of
offset against each Account and all other Property of the Borrower in the
possession of the Lender, which right is hereby granted by the Borrower to the
Lender; and (5) exercise any and all other rights pursuant to the Loan
Documents:

                  (a) The Borrower fails to pay or prepay any principal of or
         interest on the Loan or any commitment fee or any other obligation
         hereunder when due; or

                  (b) The Borrower (i) fails to pay at maturity, or within any
         applicable period of grace, any principal or interest on any other
         borrowed money obligation or if the holder of such other obligation
         declares, or may declare, such obligation due prior to its stated
         maturity because of a default thereunder; or shall fail to observe or
         perform any material term, covenant or agreement contained in any
         agreement or obligation by which the Borrower is bound, or (ii) is in
         default under or in violation of any agreement or obligation by which
         the Borrower is bound; or

                  (c) Any representation or warranty made by the Parties herein
         or otherwise in connection with this Agreement proves to have been
         incorrect, false or misleading in any significant respect when made; or

                  (d) The Parties violate any covenant, agreement, or condition
         contained in this Agreement or the other Loan Documents and such
         violation is not cured within the express notice and cure period
         described in the Note (or a cure commenced within such period and
         diligently pursued to completion where the cure reasonably required
         more than fifteen (15) days); or

                  (e) A final and nonappealable judgment, or final and
         nonappealable judgments in the aggregate, for the payment of money in
         excess of $500,000.00 is rendered against the Borrower and the same
         shall remain undischarged for a period of thirty (30) days during which
         execution shall not be effectively stayed; or

                  (f) The Borrower or any other Person claims, or any court
         finds or rules, that the Lender does not have a valid Lien as provided
         for herein on any material security which may have been provided by the
         Borrower, or such other Person; or

                  (g) The Borrower sells, encumbers, or abandons (except as
         otherwise expressly permitted by the Loan Documents) any significant
         portion of the Property; or any levy, seizure or attachment is made
         thereof or thereon; or such Property is lost, stolen, substantially
         damaged or destroyed, and such loss or damage is not reimbursed by
         adequate insurance proceeds; or

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                  (h) Any order is entered in any proceeding against the
         Borrower decreeing the dissolution, liquidation or split-up of the
         Borrower, and such order remains in effect for twenty (20) days; or

                  (i) The Borrower makes an assignment for the benefit of
         creditors or becomes insolvent or fails generally to pay its debts as
         they become due, or petitions or applies to any tribunal for the
         appointment of a trustee, custodian, receiver, (or other similar
         official) of the Borrower or of all or any substantial part of the
         Property of the Borrower or commences a voluntary case or any other
         proceedings relating to the Borrower under any bankruptcy,
         reorganization, compromise arrangement, insolvency, readjustment of
         debt, dissolution, or liquidation or similar law (herein called the
         "bankruptcy law") of any jurisdiction; or

                  (j) Any such petition or application is filed, or any such
         proceedings are commenced, against the Borrower and the Borrower by any
         act or omission indicates its approval, consent, or acquiescence, or an
         order for relief is entered in an involuntary case under the federal
         bankruptcy laws as now or hereafter constituted, or an order, judgment
         or decree is entered appointing any such trustee, custodian, receiver,
         liquidator, or similar official or adjudicating the Borrower bankrupt
         or insolvent, or approving the petition in any such proceedings, and
         such order, judgment, or decree remains in effect for twenty (20) days;
         or

                  (k) A material adverse change occurs in the Property,
         liabilities or financial condition of, or any significant adverse
         change in the business or affairs of, the Parties (or any of them); or

                  (l) The Parties conceal, remove, or permit to be concealed or
         removed, any part of their Property, with intent to hinder, delay or
         defraud their creditors or any of them, or makes or suffers a transfer
         of any of their Property which may be fraudulent under any bankruptcy,
         fraudulent conveyance or similar law; or shall have made any transfer
         of their Property to or for the benefit of a creditor at a time when
         other creditors similarly situated have not been paid.

         7.2 Other Remedies. In addition to and cumulative of any rights or
remedies provided for in this Agreement or any of the other Loan Documents, upon
the occurrence of any of the events described in Section 7.1 hereof, the Lender
may at any time proceed to protect and enforce its rights hereunder, by any
appropriate proceedings, as the Lender may elect. The Lender may also proceed
either by the specific performance of any covenant or agreement contained in
this Agreement or the other Loan Documents or to enforce the payment of the Loan
or to enforce any other legal or equitable right provided under this Agreement
or the other Loan Documents, or otherwise existing under any law in favor of the
holders of Indebtedness.


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         7.3 Remedies Cumulative. No remedy, right or power of the Lender is
intended to be exclusive of any other remedy, right or power, and each and every
remedy, right and power shall be cumulative and in addition to every other
remedy, right and power given hereunder or now or hereafter existing at law or
in equity or by statute or otherwise.

8. Miscellaneous.

         8.1 No Waiver. No failure to exercise and no delay on the part of the
Lender in exercising any power or right in connection herewith or under any
other Loan Document shall operate as a waiver, nor shall any single or partial
exercise of any such right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. No course of dealing
between the Borrower and the Lender shall operate as a waiver of any right of
the Lender. No modification or waiver of any provision of this Agreement or any
other Loan Document shall be effective unless the same shall be in writing and
signed by the Person against whom enforcement thereof is to be sought.

         8.2 Governing Law. Unless otherwise specified therein, each Loan
Document shall be governed by and construed in accordance with the laws of the
State of Texas and The United States of America. The Parties hereby irrevocably
agree that any legal proceeding against the Lender arising out of or in
connection with this Agreement or the other Loan Documents shall be brought in
the District Courts of Travis County, Texas, or in the United States District
Court for the Western District of Texas, Austin Division.

         8.3 Usury Not Intended; Refund of Any Excess Payments. It is the intent
of the Parties in the execution and performance of this Agreement to contract in
strict compliance with the usury laws of the State of Texas and The United
States of America from time to time in effect. In furtherance thereof, the
Lender and the Parties stipulate and agree that none of the terms and provisions
contained in this Agreement or the other Loan Documents shall ever be construed
to create a contract to pay for the use, forbearance, or detention of money with
interest at a rate in excess of the Highest Lawful Rate and that for purposes
hereof "interest" shall include the aggregate of all charges which constitute
interest under such laws that are contracted for, reserved, taken, charged, or
received under this Agreement. In determining whether or not the interest paid
or payable, under any specific contingency, exceeds the Highest Lawful Rate, the
Parties and the Lender shall, to the maximum extent permitted under applicable
law, (a) treat all advances as but a single extension of credit (and the Parties
and the Lender agree that such is the case and that provision herein for
multiple advances is for convenience only), (b) characterize any nonprincipal
payment as an expense, fee, or premium rather than as interest, (c) exclude
voluntary prepayments and the effects thereof, and (d) "spread" the total amount
of interest throughout the entire contemplated term of the Loan. The provisions
of this paragraph shall control over all other provisions of the Loan Documents
which may be in apparent conflict herewith.


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         8.4 Expenses. Any provision to the contrary notwithstanding, and
whether or not the transactions contemplated by this Agreement shall be
consummated, the Parties shall pay on demand all reasonable out-of-pocket
expenses (including, without limitation, the fees and expenses of counsel for
the Lender) in connection with the negotiation, preparation, execution, filing,
recording, refiling, re-recording, modification, supplementing, and waiver of
the Loan Documents and the making and collection of the Loan. The obligations of
the Parties under this and the following section shall survive the termination
of this Agreement and/or the payment of the Loan.

         8.5 Indemnification. The Borrower agrees to indemnify, defend, and hold
the Lender harmless from and against any and all loss, liability, obligation,
damage, penalty, judgment, claim, deficiency, and expense (including interest,
penalties, attorneys' fees, and amounts paid in settlement) to which the Lender
may become subject arising out of or based upon the Loan Documents or the Loan,
excluding those to the extent caused by the Lender's own acts or omissions.

         8.6 Entire Agreement. This Agreement and the Loan Documents embody the
entire Agreement and understanding between the Parties and the Lender relating
to the subject matter hereof and supersedes all prior proposals, negotiations,
agreements, and understandings relating to such subject matter. The Parties
certify that they are not relying on any representation, warranty, covenant, or
agreement except for those set forth in this Agreement and the other Loan
Documents. All written representations made by the Parties to the Lender
respecting the subject matter hereof shall survive the execution of this
Agreement.

         8.7 Severability. If any provision of any Loan Document shall be
invalid, illegal, or unenforceable in any respect under any applicable law, the
validity, legality, and enforceability of the remaining provisions shall not be
affected or impaired thereby.

         8.8 Loan Agreement Controls. If there are any conflicts or
inconsistencies among this Agreement and any of the other Loan Documents, this
Agreement shall prevail and control.

         8.9      Commitment.  The Lender has no commitment to lend sums to the
Borrower other than as specifically set forth herein.

         8.10 Notices. All notices, demands and requests made under any
provision of this Agreement shall be in writing and shall be deemed to have been
properly delivered as of the time of delivery if personally delivered, the date
of receipt or refusal indicated on the return receipt, if sent by United States
certified mail, return receipt requested, and postage prepaid, or one (1)
business day after the time of delivery to Federal Express (or comparable
express delivery system) if sent by such method with all costs prepaid. All
notices, demands and requests shall be addressed to the Lender at 2705 Bee Caves
Rd. Suite 120, Austin, Texas 78746, Attention: Mr. Jon Levy, and to the Borrower
at 1031 Capital of Texas Highway, Austin, Texas 78746, Attention: William H.
Hays, or to such other address that either the Lender or the Borrower may
designate to the other by written notice sent in the manner required hereby.


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<PAGE>

         8.11 Sale or Assignment. The Lender reserves the right, in its sole
discretion, without notice to the Borrower, or any of the other Parties, to sell
participations or assign its interest, or both, in all or any part of the Loan
evidenced by this Agreement, or the other Loan Documents. No such sale or
assignment shall relieve the Lender of any obligation of the Lender under the
Loan Documents


                        PLAINSCAPITAL BANK, a Texas state  bank


                        By:  Jonathan D. Levy

                        Name: /s/ Jonathan D. Levy

                        Title:Executive Vice PResident


                        AMERICAN PHYSICIANS SERVICES GROUP,
                           INC., a Texas corporation


                        By:   William H. Hayes

                        Name:  /s/ William H, Hayes

                        Title:Sr. Vice President




ATTACHMENTS:

Exhibit A - Note