Exhibit 10.85

                           REPLACEMENT PROMISSORY NOTE

Austin, Texas                                                   August 31, 1999


PROMISE TO PAY:  For value  received,  FEMPARTNERS  OF CENTRAL  TEXAS,  INC.,  a
Delaware  corporation  ("Borrower"),  promises  to pay to the order of  AMERICAN
PHYSICIANS  SERVICE GROUP, INC., a Texas corporation  ("Lender"),  the Principal
Amount,  to the extent advanced by Lender,  together with interest on the unpaid
balance of such  amount,  in lawful  money of the United  States of America,  in
accordance  with all the terms,  conditions,  and covenants of this  Replacement
Promissory  Note (as may be amended  or  otherwise  modified  from time to time,
together with the terms and  provisions  set forth in Exhibit A attached  hereto
(which are incorporated  herein as though fully recited for all purposes),  this
"Note") set forth below.

Subject to and in  reliance  upon the  terms,  conditions,  representations  and
warranties set forth herein,  Lender agrees to make advances  (collectively,  an
"Advance") hereunder to the fullest extent, but only as, required by the express
terms of the  Agreement  and Plan of Merger dated as of August 31, 1999 ("Merger
Agreement") among Lender, Borrower and FemPartners, Inc., a Delaware corporation
("FemPartners").  The obligation of Lender to make any Advance is subject to the
condition  precedent  that Lender shall have  received (i) this Note executed by
Borrower, (ii) a guaranty executed by FemPartners for the benefit of Lender, and
(iii) a letter agreement  substantially in the form attached as Exhibit B hereto
executed by FemPartners.  At any time that an event of default exists under this
Note, Lender shall be under no obligation to make an advance under this Note.

BORROWER:            FemPartners of Central Texas, Inc., a Delaware corporation

BORROWER'S ADDRESS FOR NOTICE:          c/o FemPartners, Inc.
                                        1300 Post Oak Blvd., Suite 600
                                        Houston, Texas  77056
                                        Attention:  Jack Thompson

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

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

PRINCIPAL AMOUNT: Two Million and No/100 Dollars (U.S. $2,000,000).

INTEREST RATE:             Eight Percent per annum (8% p.a.)


PAYMENT  TERMS:  Interest  only on the  unpaid  balance  of this Note is due and
payable  quarterly,  beginning  on December 1, 1999,  and  continuing  regularly
thereafter on the first day of March, June,  September and December of each year
(each a "Quarterly Payment Date"), through November 30, 2001. Quarterly combined
principal and interest payments, each such quarterly payment being in the amount
of the  Quarterly  Amortization  Amount,  shall be due on eleven (11)  Quarterly
Payment Dates  commencing on December 1, 2001 and running  through  September 1,
2004, where the "Quarterly Amortization Amount" is determined as equal to the

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constant  periodic  payment  amount  of the  principal  balance  outstanding  on
November 30, 2001 fully amortized over twelve quarterly (three month) periods at
the constant  interest  rate of eight  percent per annum.  The twelfth and final
combined  principal and interest  payment shall be due on the Quarterly  Payment
Date of September 1, 2004 and shall include the remaining outstanding balance on
this Note plus all accrued and unpaid interest  hereunder.  Notwithstanding  the
foregoing,  if FemPartners  conducts an initial public  offering or other public
sale of its  common  stock,  this Note  shall  mature  and shall  become due and
payable upon the latter of (i) September 1, 2002 or (ii) the fifth  business day
after the date of such initial public offering or other public sale.

1.       INTEREST PROVISIONS:

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

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

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



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(d) Excess  Interest:  At maturity  (whether by acceleration or otherwise) or on
earlier  final  payment of this Note,  Lender shall  compute the total amount of
interest that has been contracted for, charged, or received by Lender or payable
by Borrower under this Note and compare such amount to the Maximum Lawful Amount
that could have been contracted  for,  charged,  or received by Lender.  If such
computation  reflects that the total amount of interest that has been contracted
for,  charged,  or received by Lender or payable by Borrower exceeds the Maximum
Lawful  Amount,  then Lender  shall apply such  excess to the  reduction  of the
principal balance and not to the payment of interest; or if such excess interest
exceeds the unpaid principal balance, such excess shall be refunded to Borrower.
This  provision  concerning  the  crediting or refund of excess  interest  shall
control and take precedence over all other agreements

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between  Borrower  and  Lender so that  under no  circumstances  shall the total
interest  contracted  for,  charged,  or received  by Lender  exceed the Maximum
Lawful Amount.

(e) Interest After Default:  At Lender's option,  the unpaid  principal  balance
shall bear interest after maturity (whether by acceleration or otherwise) at the
"Default Interest Rate." The Default Interest Rate shall be, at Lender's option,
(i) the Maximum  Lawful Rate,  if such  Maximum  Lawful Rate is  established  by
applicable  law; or (ii) the Interest Rate stated on the first page of this Note
plus  five (5)  percentage  points  per  annum,  if no  Maximum  Lawful  Rate is
established  by applicable  law; or (iii) eighteen  percent (18%) per annum;  or
(iv) such lesser rate of interest as Lender in its sole discretion may choose to
charge;  but never  more than the  Maximum  Lawful  Rate or at a rate that would
cause the total  interest  contracted  for,  charged,  or  received by Lender to
exceed the Maximum Lawful Amount.

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

2.       DEFAULT PROVISIONS:

(a)      EVENTS OF DEFAULT AND  ACCELERATION  OF  MATURITY:  LENDER  MAY,  AFTER
         THIRTY (30) DAYS' WRITTEN NOTICE TO BORROWER AND BORROWER'S  FAILURE TO
         CURE WITHIN SUCH 30-DAY  PERIOD AND WITHOUT  FURTHER  NOTICE OR DEMAND,
         (except as otherwise  required by statute),  ACCELERATE THE MATURITY OF
         THIS NOTE AND  DECLARE  THE ENTIRE  UNPAID  PRINCIPAL  BALANCE  AND ALL
         ACCRUED INTEREST AT ONCE DUE AND PAYABLE IF:

         (i)      There is default in the  payment of any  installment  of
                  principal,  interest,  or any other sum required to be paid
                  under the terms of this Note; or

         (ii)     There  is  default  in  the   performance   of  any  covenant,
                  condition,  or agreement contained in this Note, including any
                  instrument securing the payment of this Note.

     (b)  WAIVER BY  BORROWER:  EXCEPT AS PROVIDED  IN  PARAGRAPH  2(a)  HEREOF,
          BORROWER  AND ALL OTHER  PARTIES  LIABLE FOR THIS NOTE WAIVE,  DEMAND,
          NOTICE  OF  INTENT  TO  DEMAND,  PRESENTMENT  FOR  PAYMENT,  NOTICE OF
          NONPAYMENT,  PROTEST,  NOTICE OF PROTEST,  GRACE,  NOTICE OF DISHONOR,
          NOTICE OF INTENT TO ACCELERATE  MATURITY,  NOTICE OF  ACCELERATION  OF
          MATURITY, AND DILIGENCE IN COLLECTION.  EACH MAKER, SURETY,  ENDORSER,
          AND GUARANTOR OF THIS NOTE WAIVES AND AGREES TO ONE OR MORE EXTENSIONS
          FOR ANY PERIOD OR PERIODS OF TIME, AND ANY PARTIAL PAYMENTS, BEFORE OR
          AFTER  MATURITY,  WITHOUT  PREJUDICE TO THE HOLDER OF THIS NOTE.  EACH
          MAKER,

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          SURETY, ENDORSER, AND GUARANTOR WAIVES NOTICE OF ANY AND ALL RENEWALS,
          EXTENSIONS, REARRANGEMENTS, AND MODIFICATIONS OF THIS NOTE.

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

(d)      Other  Remedies Not Required:  Lender shall not be required to first
file suit,  exhaust all remedies,  or enforce its rights against any security in
order to enforce payment of this Note.

(e)      Joint and Several Liability: Each Borrower who signs this Note, and all
         of the other  parties  liable for the  payment  of this  Note,  such as
         guarantors,  endorsers,  and sureties, are jointly and severally liable
         for the payment of this Note.

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

     3.   SUBORDINATION:  All  indebtedness,  obligations and liabilities of any
          kind of the  Borrower  from time to time  owing  with  respect to this
          Note,  including  without  limitation,  principal and interest thereon
          (such  indebtedness,  obligations  and  liabilities  are  collectively
          referred to as "Subordinated Debt") is subordinate and junior in right
          of payment  and  collection  in full of all amounts  owing  (including
          without  limitation,  interest accruing after the filing of a petition
          initiating any proceeding  pursuant to any bankruptcy law with respect
          to the Borrower as debtor) (i) under the primary senior loan agreement
          or credit agreement (as such loan agreement or credit agreement may be
          amended,  renewed,  extended,  increased,   substituted,   refinanced,
          restructured,  replaced,  supplemented or otherwise modified from time
          to time (the "Senior Credit Agreement"), of FemPartners, designated by
          FemPartners  in  accordance  with Section 3(j) upon written  notice to
          Borrower  and  Lender  with the  financial  institution  or  financial
          institutions party thereto (together with their respective  successors
          and assigns, collectively the "Senior Creditor"), and the other credit
          documents  or  loan  documents  referred  to  in  such  Senior  Credit
          Agreement   (the   "Loan   Documents"),   and  (ii)  under  any  other
          indebtedness  of FemPartners or Borrower now or hereafter  outstanding
          in  favor  of any  such  Senior  Creditor  unless,  in the case of any
          particular  indebtedness,  the  instrument  creating or evidencing the
          same or pursuant to which the same is outstanding  expressly  provides
          that such indebtedness  shall not be senior in right of payment to the
          Subordinated  Debt (foregoing  clauses (i) through (ii)  constituting,
          collectively,  the "Senior  Obligations")  on the following  terms and
          conditions:


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     (a)  No payment by the Borrower on the Subordinated  Debt (whether pursuant
          to  the  terms  of the  Subordinated  Debt  or  upon  acceleration  or
          otherwise)  shall be made if, at the time of any such  payment,  there
          exists a material default,  as determined by the holders of the Senior
          Obligations  in their sole  discretion,  in the  payment of any Senior
          Obligations  (a "Senior  Payment  Default"),  and such Senior  Payment
          Default  shall  not have  been  cured or waived by or on behalf of the
          holders  of  such  Senior   Obligations.   In  addition,   during  the
          continuance of

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     any  other material  event of default,  as determined by the holders of the
          Senior  Obligations  in their  sole  discretion,  with  respect to any
          Senior  Obligations  pursuant  to which the  maturity  thereof  may be
          accelerated,  upon the giving by any holder of the Senior  Obligations
          (or any agent,  trustee, or representative  thereof) of written notice
          to the Lender,  no such payment may be made by the  Borrower  upon the
          Subordinated  Debt  for  a  period  (the  "Payment  Blockage  Period")
          commencing  on the date of the giving of such notice and ending on the
          earlier of (x) 180 days  after the date of the  giving of such  notice
          and (y) if a Remedy  Blockage period referred to in Section 3(b)(X) is
          in effect,  on the date of expiration of such Remedy Blockage  Period.
          No event of default  which  existed or was  continuing  on the date of
          commencement of any Payment Blockage Period with respect to the Senior
          Obligations  shall be, or be made,  the  basis for  commencement  of a
          second Payment  Blockage  Period whether within or without a period of
          180  consecutive  days  unless  such event of default  shall have been
          cured for a period of not less than 30  consecutive  days.  During any
          period in which payments on the  Subordinated  Debt are not restricted
          pursuant to this Section 3(a),  the holders of the  Subordinated  Debt
          shall be entitled to receive all payments due and owing in  accordance
          with the terms of the Subordinated  Debt,  including any payments that
          were previously restricted in accordance with this Section 3(a).

     (b)  During  certain  periods  specified  below  (each a  "Remedy  Blockage
          Period"),  the holders of the  Subordinated  Debt will not have any of
          the following rights (a "Remedy Blockage"):  (i) to demand, sue for or
          take from or on behalf of the  Borrower,  by  set-off  or in any other
          manner,  any  moneys  which  may  then or  thereafter  be owing by the
          Borrower on the Subordinated  Debt, (ii) to commence,  or to join with
          any person or entity in  commencing,  any suit,  action or  proceeding
          against the  Borrower  (A) to enforce  payment of or to collect all or
          any  portion  of the  Subordinated  Debt or (B) to  commence  judicial
          enforcement  of any of the rights and remedies  under the documents or
          instruments  governing the Subordinated  Debt or applicable law, (iii)
          to  accelerate  the  principal  of or interest on or any other  amount
          under the Subordinated Debt, or (iv) to commence,  or to join with any
          person  or  entity  in  commencing,  against  Borrower  or  any of its
          property a bankruptcy,  reorganization,  insolvency,  receivership  or
          other similar  proceeding (except that the holders of the Subordinated
          Debt may (1) charge  interest at a default rate,  (2)  accelerate  the
          Subordinated  Debt after the Senior  Obligations  are  accelerated  or
          otherwise take such actions in respect of the Subordinated Debt as are
          taken by the  holders  of the  Senior  Obligations  in  respect of the
          Senior  Obligations after such actions are taken by the holders of the
          Senior  Obligations,  (3) sue for  specific  performance,  but not for
          damages or other sums of money, or obtain injunctive relief, in either
          case,  in respect of the covenants of the  Subordinated  Debt which do
          not require,  directly or  indirectly,  the payment by the Borrower of
          money,  and (4) give notices and file law suits to prevent the running
          of the relevant  statute of limitations,  pursue rights in bankruptcy,
          reorganization,    insolvency,    receivership,   or   other   similar
          proceedings, and otherwise protect legal rights).

                  The Remedy Blockage Periods shall be as follows:
                           (X) if there  shall exist a default in the payment of
                  any  amounts  owing  under the  Subordinated  Debt (a "Payment
                  Default";  provided  that the  failure of Borrower to make any
                  payment, prepayment,  reimbursement or deposit with respect to
                  an obligation accelerated as a result of the occurrence of any
                  default of this Note which was a Non-monetary Default (defined
                  below) shall not be a Payment Default), the Remedy Blockage

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                  shall remain in effect for a Remedy Blockage Period ending 365
                  days after agent for the Senior Indebtedness  receives written
                  notice  from  any  holder  of the  Subordinated  Debt  (or any
                  designed  representative  thereof)  of the  occurrence  of the
                  Payment  Default,  unless  extended  as provided in clause (Y)
                  below and

                           (Y) if there shall exist any default  with respect to
                  the Subordinated  Debt other than a Payment Default (such debt
                  being a  "Non-monetary  Default"),  the Remedy Blockage Period
                  shall  remain in effect  until such default is cured or waived
                  by the holders of the Subordinated  Debt or the first date the
                  Senior  Obligations  are  no  longer  outstanding;   provided,
                  however,  that all Remedy  Blockage  Periods  pursuant to this
                  Section  3(b)(Y)  shall  terminate  and no further such Remedy
                  Blockage  Periods shall  commence  upon the  expiration of any
                  Remedy Blockage  Period which has expired  pursuant to Section
                  3(b)(X) hereof.

     (c)  Upon any distribution to creditors of the Borrower in a liquidation or
          dissolution  of  the  Borrower  or  in a  bankruptcy,  reorganization,
          insolvency,  receivership, or other similar proceeding with respect to
          the  Borrower  or any of its  property,  (i) the holders of the Senior
          Obligations  will be entitled to receive  payment in full in cash,  of
          all  amounts  payable  under or in  respect  of the Senor  Obligations
          (including interest accrued after the commencement of such proceeding)
          before  the  holders  of the  Subordinated  Debt will be  entitled  to
          receive  from the  Borrower  or its  assets  any  payment  under or in
          respect of the  Subordinated  Debt and (ii)  until the  holders of the
          Senior  Obligations  have received  such payment in full in cash,  any
          distribution  from the  Borrower or its assets to which the holders of
          the Subordinated Debt would otherwise be entitled is to be made to the
          holders  of the  Senior  Obligations  (or  one  or  more  trustees  or
          representatives acting on their behalf).  Subject to the prior payment
          in full in cash of all  Senior  Obligations  (or  provision  made  for
          payment in full in cash of all Senior Obligations), the holders of the
          Subordinated  Debt shall be subrogated to the rights of the holders of
          the Senior  Obligations to receive  payments or distribution of assets
          of the Borrower applicable to the Senior Obligations until all amounts
          owing on the Subordinated Debt shall be paid in full.

     (d)  The  Lender  (or a  trustee,  representative,  or agent  acting on its
          behalf)  will be obligated to hold in trust for the benefit of, and to
          directly and  immediately  pay over or deliver to, with any  necessary
          endorsement,  the  holders of the Senior  Obligations  (or one or more
          trustees,  representatives,  or  agents  acting on their  behalf)  all
          payments and distributions received by the Lender (i) in contravention
          of the restrictions contained in the preceding clauses (a) through (c)
          or (ii) as a result  of any lien in  violation  of clause  (e)  below;
          provided, however, that notwithstanding such restrictions,  the Lender
          shall be entitled to receive  and to retain any and all  payments  (i)
          made in securities of the Borrower  provided the same are subordinated
          to  the  Senior  Obligations  at  least  to  the  same  extent  as the
          Subordinated  Debt or (ii) made in accordance  with any relevant court
          order respecting the subordination provided for herein.

     (e)  The  Lender  will not  create,  assume,  or  suffer to exist any lien,
          security interest,  or assignment of collateral securing the repayment
          of  the  Subordinated   Debt  unless  the  foregoing  shall  be  fully
          subordinate to any lien, security interest, or assignment in favor of

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          the Senior  Creditor  which secures any of the Senior Debt. The Lender
          hereby  subordinates any and all of its liens,  security interests and
          assignments  of collateral  to all such  security  rights from time to
          time existing in favor of the Senior Creditor.

(f)      The  Lender  and the  Borrower  agree  to  execute  any  and all  other
         instruments  reasonably  requested  by the Senior  Creditor  to further
         evidence the  subordination of the Subordinated Debt to the Senior Debt
         as herein provided.

(g)       This  provisions  of this  Section 3 are  irrevocable  and the  Senior
          Creditor may,  without notice to any of the parties hereto and without
          impairing or releasing the  obligations of the Borrower and the Lender
          hereunder, (i) create Senior Debt by extending credit under the Credit
          Agreement;  (ii)  change  the terms of or  increase  the amount of the
          Senior  Debt  by   increasing,   extending,   rearranging,   amending,
          supplementing,  or otherwise  modifying  any  instrument  or agreement
          creating Senior Debt; (iii) sell, exchange, release, or otherwise deal
          with any  collateral  securing any Senior Debt;  (iv) release  anyone,
          including the Borrower or any guarantor,  liable in any manner for the
          payment or collection of any Senior Debt; (v) exercise or refrain from
          exercising  any rights  against the  Borrower  or any other  person or
          entity; and (vi) apply any sums received by any Senior Creditor,  from
          whatever source, to the payment of the Senior Debt.

(h)               (i)  The  Lender  will  cause  all  Subordinated  Debt  to  be
                  evidenced by a note, debenture,  instrument,  or other writing
                  evidencing the Subordinated Debt and will inscribe a statement
                  or legend  thereon  to the effect  that such note,  debenture,
                  instrument,  or other  writing is  subordinated  to the Senior
                  Debt in favor of the Senior  Creditor in the manner and to the
                  extent set forth in this Note.

         (ii)     The Lender shall not assign or otherwise transfer to any other
                  Person or entity any interest in the Subordinated  Debt unless
                  the  Lender  causes  the  assignee  or  other   transferee  to
                  acknowledge  to the  reasonable  satisfaction  of  the  Senior
                  Creditor  the   subordination  of  the  Subordinated  Debt  in
                  accordance with this Note.

(i)      The foregoing  provisions  will be enforceable  against the Lender,
         by or on behalf of the holders of the Senior Obligations.


(j)       The  designation by FemPartners of the Senior  Creditor and the Senior
          Credit  Agreement  are binding on  FemPartners,  the  Borrower and the
          Lender  for the  benefit  of the  Senior  Creditor  until such time as
          FemPartners  and the Senior  Creditor  (or in the instance of multiple
          financial  institutions in the same credit facility,  the lead bank or
          agent  lender,  as the case may be of the Senior  Creditor)  furnishes
          Borrower  and  Lender  with  written  revocation  of the then  current
          designations of the Senior  Creditor and the Senior Credit  Agreement.
          Without such written revocation of FemPartners and Senior Creditor, or
          its lead bank or agent  lender,  no  revocation  of the then  existing
          designations shall be effective. From the date hereof until revoked or
          modified pursuant to this clause (j), FemPartners designates, and each
          of the  Borrower  and the Lender  acknowledges,  that (A) the  "Senior
          Credit  Agreement" is the Credit  Agreement  dated as of June 30, 1999
          among FemPartners,  certain subsidiaries of FemPartners and the Senior
          Creditor  identified  below,  as may be amended or otherwise  modified
          from time to time, and (B) the "Senior  Creditor" is General  Electric

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          Capital Corporation,  a New York corporation and the other lenders, if
          any, from time to time party to the Senior Credit Agreement. No new or
          replacement  Senior  Credit  Agreement or Senior  Creditor  thereunder
          designated by  FemPartners  shall be effective  until all then current
          designations have been revoked in accordance with this Section 3(j)

4.       MISCELLANEOUS PROVISIONS:

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

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

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

(d)      Successors  and Assigns:  The  provisions of this Note shall be binding
         upon and for the benefit of the successors,  assigns, heirs, executors,
         and administrators of Lender and Borrower.

(e)      No Duty or Special Relationship:  Borrower acknowledges that Lender has
         no duty of good faith to Borrower,  and Borrower  acknowledges  that no
         fiduciary,  trust, or other special  relationship exists between Lender
         and Borrower.

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

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

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

<PAGE>

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

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

(k)      Chapter 15 Not  Applicable:  It is  understood  that  chapter 15 of the
         Texas Credit Code  relating to certain  revolving  credit loan accounts
         and tri-party accounts is not applicable to this Note.

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

(m)      Replacement of Prior Note: This Note is given in  substitution  for and
         replacement and  modification of, and not as payment of, the Promissory
         Note  dated  November  1,  1998 in the  original  principal  amount  of
         $3,000,000  executed  by  Syntera  HealthCare   Corporation,   a  Texas
         corporation, payable to the order of Lender.

EXECUTED as of the date first above written.

                           BORROWER:        FEMPARTNERS OF CENTRAL TEXAS, INC.,
                                                     a Delaware corporation

                                            By:  /s/ William C. Altman
                                                 --------------------------
                                                 William C. Altman
                                                 Executive Vice President


<PAGE>

                                    EXHIBIT A

                        Supplemental Terms and Provisions

         S-1.1 Until  payment in full of the Note and  performance  of all other
obligations of Borrower hereunder, unless Lender provides its written consent to
the contrary:

                  (a)  Existence  and  Compliance.  Borrower  will  maintain its
         corporate  existence in good standing,  will substantially  comply with
         all material laws, regulations and governmental requirements applicable
         to it or to any of its property,  business operations and transactions,
         and will provide Lender with copies of all  instruments  filed with the
         Delaware Secretary of State amending and/or renewing its certificate of
         incorporation.

                  (b)  Adverse  Conditions  or Events.  Borrower  will  promptly
         advise Lender in writing of any condition,  event or act which comes to
         its  attention  that would  reasonably  be expected to  materially  and
         adversely  affect  Borrower's  financial  condition or Lender's  rights
         under the Note or the Guaranty.

                  (c)  Taxes.  Borrower  will pay all  federal  and state  taxes
         relating  to the  employees,  payroll,  income  or  gross  receipts  of
         Borrower prior to the date on which any fine, penalty, interest or late
         charge may be added  thereto for  nonpayment  thereof  excluding  taxes
         being contested in good faith by appropriate proceedings and for which,
         if required by generally  accepted  accounting  practices  consistently
         applied, adequate reserves have been established.

                  (d)      Transfer of Assets.  Except in the  normal  course of
         its  business,  Borrower  will not sell, lease, assign, or otherwise
         dispose of or transfer all or substantially all of its assets.

                  (e)  Change  in  Ownership  or  Structure.  Borrower  will not
         dissolve or  liquidate,  become a party to any merger or  consolidation
         other  than  with  an  affiliate  of  Borrower  or   reorganize   as  a
         professional corporation.

                  (f) Violate Other Covenants. Borrower will not violate or fail
         to comply with any covenants or agreements  regarding  other debt which
         would,  with the  passage  of time or upon  demand  or both,  cause the
         maturity of any debt arising  under the Senior  Credit  Agreement to be
         accelerated.

         S-1.2 Events of Default.  If one or more of the following  events shall
occur and continue  after thirty (30) days' written  notice to Borrower (each an
"Event of  Default"),  all  outstanding  principal  plus unpaid  interest of the
Advance and any other indebtedness of Borrower to Lender shall  automatically be
due and payable  immediately and Lender shall have no further obligation to fund
under the Note unless and until all events of default have been cured or waived:

                  (a) Default shall be made in the payment of any installment of
         principal or interest upon the Note,  when due and payable,  whether at
         maturity or otherwise; or

<PAGE>

                  (b)      Default shall be made in the  performance  of any
         material  term,  covenant or agreement contained herein; or

                  (c) Any  representation  or warranty herein  contained in this
         Note or the  Guaranty  shall prove to have been untrue or  incorrect in
         any material respect when made; or

                  (d) Any final  judgment or judgments  for the payment of money
         in excess of $500,000 in the aggregate at any time outstanding shall be
         rendered  against  Borrower and the same shall not,  within thirty (30)
         days after the entry thereof, have been discharged or execution thereof
         stayed  or bonded  pending  appeal,  or shall not have been  discharged
         prior to the expiration of any such stay.

                  (e) Any bankruptcy case or dissolution  proceeding  shall have
         been commenced  against  FemPartners and such case or proceeding  shall
         remain undismissed or unstayed for sixty (60) days or more; or

                  (f) Borrower makes an assignment for the benefit of creditors,
         admits in writing  its  inability  to pay its debts  generally  as they
         become due, files a petition in bankruptcy, is adjudicated insolvent or
         bankrupt,  petitions or applies to any tribunal for any receiver or any
         trustee of Borrower or any substantial part of its property,  commences
         any action relating to Borrower under any reorganization,  arrangement,
         readjustment of debt,  dissolution or liquidation law or statute of any
         jurisdiction,  whether now or  hereafter in effect,  or any  bankruptcy
         case or  dissolution  proceeding  shall  have  been  commenced  against
         Borrower  and such  case or  proceeding  shall  remain  undismissed  or
         unstayed for sixty (60) days or more.

         S-1.3 Lender's Remedies. Upon the occurrence and during the continuance
of an Event of  Default,  Lender,  without  notice of any kind,  except  for any
notice required under this Note or the Guaranty, may, at Lender's option: (i) by
notice to  Borrower,  terminate  its  obligation  to fund any  unfunded  Advance
hereunder;  (ii) declare the Indebtedness,  in whole or in part, immediately due
and payable;  and/or (iii)  exercise any other rights and remedies  available to
Lender under the Note or the Guaranty or  applicable  law;  except that upon the
occurrence  of an Event of Default  described in  subsection  S-1.2(f),  all the
Indebtedness  shall  automatically be immediately due and payable,  and Lender's
obligation to fund Advances  hereunder shall  automatically  terminate,  without
notice  of any kind to  Borrower  or to  FemPartners,  or to any  other  person.
Borrower,  FemPartners and each guarantor, surety, and endorser of the Note, and
any and all other parties liable for the Indebtedness or any part thereof, waive
demand,  notice  of  intent  to  demand,  presentment  for  payment,  notice  of
nonpayment,  protest,  notice of protest,  grace, notice of dishonor,  notice of
intent to accelerate maturity, notice of acceleration of maturity, and diligence
in  collection.  Notwithstanding  anything  to  the  contrary  herein  or in the
Guaranty,  in the event of any Event of Default that is  occasioned  solely by a
default or breach under the Merger Agreement, Lender's remedy hereunder shall be
limited  to the remedy  set forth in clause  (i) of the first  sentence  in this
Section S-1.3.

         S-1.4  Participation  or Sale of Loan.  Lender  shall have the right to
sell the Note, or participation  interests in the Note to any direct or indirect
wholly owned  subsidiary of Lender.  Borrower  shall  execute,  acknowledge  and
deliver all instruments reasonably necessary to document the unpaid indebtedness
evidenced by the Note.  Lender shall have the right to disclose in confidence to
such subsidiary purchaser such financial  information  regarding Borrower as may
be  necessary   to  complete  any  sale  or  attempted   sale  of  the  Note  or
participations or attempted participations in the Advance.

<PAGE>

                                    EXHIBIT B

                         [Form of Side Letter Agreement]

                                 August 31, 1999

American Physicians Service Group, Inc.
1301 Capital of Texas Highway, Suite C-300
Austin, Texas  78746-6550

         Re:      Syntera HealthCare Corporation ("Syntera")

Ladies and Gentlemen:

Reference is made to the  Replacement  Promissory Note dated August 31, 1999 (as
may be  amended  or  otherwise  modified  from  time to  time,  the  "Note")  of
FemPartners of Central Texas, Inc., a Delaware corporation ("Borrower"), payable
to the order of American Physicians Service Group, Inc.  ("Lender"),  which Note
is issued to amend,  restate and replace the  Promissory  Note dated November 1,
1998 of Syntera  HealthCare  Corporation,  a Texas  corporation,  payable to the
order of Lender.  So long as Borrower  owes any monies to Lender under the Note,
FemPartners, Inc., a Delaware corporation ("FemPartners"), agrees that it:

         A.       shall provide Lender with audited  financial  statements on an
                  annual  basis  within one hundred  twenty (120) to one hundred
                  fifty (150) days after the close of a fiscal  year;  but in no
                  event  beyond  five  (5) days  after  such  audited  financial
                  statements  have been  prepared and are to be delivered to any
                  other lender of FemPartners;

         B.       shall NOT declare any dividend  (i) without  the prior consent
                  of the Lender which consent shall

                  not be unreasonably  withheld,  or (ii) unless required by an
                  existing agreement with the holders of the preferred stock of
                  FemPartners;

         C. shall  NOT  redeem  its  stock  for cash in an  amount  in excess of
          $250,000 during any calendar year, except (i)upon the prior consent of
          Lender, which consent shall not be unreasonably withheld,  (ii) as may
          be  required by an existing  agreement  with the holders of  preferred
          stock of FemPartners,  (iii) as may be required to settle  contractual
          or other  disputes  with any  physician  or  physician  group  under a
          management agreement directly or indirectly  affecting  FemPartners or
          any of its  subsidiaries,  or (iv) in connection  with the purchase of
          FemPartners stock from any departing or retiring physician whose had a
          physician  practice  prior to such  departure  or  retirement  under a
          management agreement directly or indirectly  involving  FemPartners or
          any of its subsidiaries.

Lender shall be entitled to rely on the covenants made by FemPartners  hereunder
for all purposes in connection with the Note.