Exh. 10.26
                            STOCK PURCHASE AGREEMENT

                                With Respect to
                                Common Stock of

                         APS PRACTICE MANAGEMENT, INC.


                        Effective Date: October 1, 1997



<PAGE>


STOCK PURCHASE AGREEMENT


This Stock Purchase  Agreement (this Agreement") is entered into effective as of
the close of  business  on October 1, 1997 (the  Effective  Time),  between  APS
Practice Management,  Inc., a Texas corporation (Seller), MichaelR. Beck (Beck),
John R. Hedrick  (Hedrick)  and those  persons and entities  listed on Exhibit-A
hereto (such persons and entities are  hereinafter  collectively  referred to as
the Purchasers and individually as a Purchaser).  Beck and Hedrick are also each
referred to herein as a Shareholder and collectively as the Shareholders.

The parties hereto agree as follows:


ARTICLE I
Agreement of Purchase and Sale and Closing TC "ARTICLE I - Agreement of Purchase
and Sale and Closing"

1.1       PURCHASE  AND  SALE.  Upon  the  basis  of  the   representations  and
          warranties,for  the  consideration,  and  subject  to  the  terms  and
          conditions  set  forth in this  Agreement,  Seller  agrees  to sell to
          Purchasers  and  Purchasers  agree to  purchase  from  Seller,  in the
          aggregate,  two million (2,000,000) shares of common stock, $0.001 par
          value per share, (collectively, the Shares) of Seller, allocated among
          Purchasers as set forth on Exhibit-A.

1.2       PURCHASE PRICE. The aggregate  purchase price (the Purchase Price) for
          the Shares shall be five million  dollars  ($5,000,000)  to be paid in
          cash or wired  funds at the  Closing  (the  Closing  Payment),  by the
          applicable Purchasers as described on Exhibit-A.

1.3       CLOSING.
          The closing of the  transactions  contemplated  by this Agreement (the
          Closing) shall take place at the offices of Akin, Gump, Strauss, Hauer
          & Feld, L.L.P.,  816Congress Avenue,  Suite 1900, Austin, Texas 78701,
          and shall be effective as of the Effective Time. The date on which the
          Closing occurs is hereinafter referred to as the Closing Date.


                                   ARTICLE II
                     REPRESENTATIONS AND WARRANTIES OF APSG

Each  Purchaser  (as to  themselves  only  and  not as to any  other  Purchaser)
represents  and  warrants to the Sellers that each of the  following  matters is
true and correct in all respects as of the Closing Date (with the  understanding
that Seller and the Shareholders are relying materially on such  representations
and  warranties  in  entering  into  and  performing  this   Agreement),   which
representations  and  warranties  shall also be deemed made as of the  Effective
Time and which shall survive the Closing and not be merged therein:

2.1 DUE ORGANIZATION AND  AUTHORIZATION . Such Purchaser has all necessary power
and  authority to carry on its business as now  conducted  and to enter into and
perform  this  Agreement  and each  other  agreement,  instrument  and  document
required to be executed by such Purchaser in connection herewith. This Agreement
and each  other  agreement,  instrument,  and  document  required  herein  to be
executed by such Purchaser have been duly and validly  authorized,  executed and
delivered by such Purchaser and constitute the valid and binding  obligations of
such Purchaser  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.
<PAGE>

2.2  INVESTMENT  INTENT.  Such Purchaser (a) is acquiring the Shares for its own
account  for  investment  and  not  with  a  view  to or in  connection  with  a
distribution,  within the meaning of the Securities Act of1933,  as amended (the
Act)  thereof,  (b) will not sell or transfer the Shares  unless such Shares are
registered  under  the  Act or  such  sale  or  transfer  is  exempt  from  such
registration  requirements,  (c) is  able  to  bear  the  economic  risk  of its
acquisition of the Shares and (d) 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 Shares.


                                  ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER


Seller and each of the Shareholders, jointly and severally, hereby represent and
warrant to each Purchaser that the following matters are true and correct in all
respects as of the Closing Date (with the  understanding  that each Purchaser is
relying materially on each such representation and warranty in entering into and
performing this Agreement),  which  representations and warranties shall also be
deemed made as of the Effective Time and which shall survive the Closing and not
be merged therein:

3.1 DUE ORGANIZATION.  Seller 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.  Complete  and  correct  copies of Sellers  current  Certificate  and
Articles of Incorporation and Bylaws are attached hereto as Exhibit-B. Seller is
qualified  to do  business  and is in good  standing  in Texas,  and in no other
state.

3.2 SUBSIDIARIES
          Seller does not directly or indirectly have, or possess any options or
          other rights to acquire,  any subsidiaries,  or any direct or indirect
          ownership  interest,  in whole or in part,  in any  person,  business,
          corporation,  partnership,  limited  liability  company,  association,
          joint venture, trust, or other entity.

3.3 DUE AUTHORIZATION.  Each Shareholder and Seller represents and warrants that
(i)they have full power and  authority to enter into and perform this  Agreement
and each other agreement,  instrument,  and document  required to be executed by
them in connection  herewith;  (ii)the execution,  delivery,  and performance of
this Agreement and such other agreements,  instruments,  and documents have been
duly authorized by all necessary action of Seller;  (iii)this Agreement has been
duly and validly executed and delivered by the Seller and the Shareholders,  and
constitutes  a valid  and  binding  obligation  of Seller  and the  Shareholders
enforceable  against them 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;  (iv)the execution,
delivery,  and  performance  of  this  Agreement,   and  each  other  agreement,
instrument  and  document  required  herein to be executed by Seller  and/or the
Shareholders  does not (a)  cause any of them to  violate  any  federal,  state,
county, or local law, rule, or regulation applicable to them, (b)cause Seller or
any Shareholder to violate,  or conflict with or permit the cancellation of, any
agreement to which Seller or Shareholder is a party,  or by which they or any of
their  respective  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 indebtedness
secured by the property of, any  Shareholder  or Seller,  or (d) cause Seller or
any  Shareholder  to violate,  or conflict  with any provision of, the documents
creating or governing the  Shareholder;  and (v) no action,  consent,  waiver or
approval  of, or filing  with,  any  governmental  authority  is required by any
Shareholder or Seller in connection with the execution, delivery, or performance
of this  Agreement  (or any agreement or other  document  executed in connection
herewith  by such  Shareholder  or  Seller).  Notwithstanding  anything  in this
Agreement to the contrary,  each  Shareholder is making the  representations  in
this Section 3.3 as to themselves  only (and as to Seller where  applicable) and
is not making any  representation or warranty with respect to any of the matters
addressed in this Section 3.3 relating to any other Shareholder.
<PAGE>

3.4       CAPITAL  STOCK . The  authorized
          shares of all classes of capital stock of Seller  consist of fifty-one
          million  two  hundred  twenty-two  thousand  two  hundred  twenty-four
          (51,222,224) shares, consisting of and divided into:

(i)       On class of fifty million (50,000,000) shares of common stock, $0.001
          par value per share;

(ii)      One class of two hundred twenty-two  thousand two hundred  twenty-four
          (222,224) shares of serial founders common stock, $0.001 par value per
          share (the Serial Founders Common Stock); and

(iii)     One class of one million (1,000,000) shares of serial senior preferred
          stock, $0.001 par value per share.

All shares of the Serial  Founders  Common Stock have been validly issued to the
Shareholders,  consisting  of 111,112  shares of Serial  Founders  Common  Stock
issued to Beck and 111,112  shares of Serial  Founders  Common  Stock  issued to
Hedrick.  No other  shares of any class of Sellers  capital  stock are issued or
outstanding.

All shares of Serial Founders Common Stock are duly authorized,  validly issued,
outstanding,  fully  paid,  and  non-assessable,  and all such  shares are owned
beneficially  and of record by the  Shareholders,  free and clear of all  liens.
There are no outstanding  securities,  obligations,  conversion or other rights,
subscriptions,  warrants,  options,  phantom stock  rights,  or (except for this
Agreement)  other contracts of any kind that give any person or entity the right
to (a)purchase or otherwise  receive or be issued any shares of capital stock of
Seller  or  any  security  or  obligation  of  any  kind   convertible  into  or
exchangeable  for any shares of  capital  stock of Seller,  or (b)  receive  any
benefits  or rights  that are  similar to those  enjoyed by or  accruing  to any
holder of any of the Shares or the Serial Founders Common Stock, or that entitle
the holder to  participate  in the equity,  income or election of  directors  or
officers of Seller.  Notwithstanding the foregoing sentence,  the parties hereto
acknowledge  that the  rights  and  preferences  of the  holders  of the  Serial
Founders  Common Stock,  as set forth in that certain  designation of rights,  a
complete  and  correct  copy of which  is  attached  hereto  as  Exhibit-C  (the
Designation of Rights)  confers upon the holders of the Serial  Founders  Common
Stock certain rights and  obligations as therein  provided.  The  Designation of
Rights have been duly authorized by all necessary  corporate  action on the part
of the  shareholders  and directors of Seller and have been validly filed in the
office of the  Secretary  of State of Texas.  There have been no  amendments  or
modifications  to the  Designation of Rights,  and Exhibit-C  hereto  contains a
complete and accurate copy thereof.
<PAGE>

Upon the Closing,  Purchasers  will own one hundred  percent  (100%) of each and
every  share of  outstanding  capital  stock of Seller  (except  for the  Serial
Founders Common Stock),  subject to no liens, claims or encumbrances  whatsoever
(other than  restrictions  on transfer  imposed by Federal and applicable  state
securities laws).

        3.5 CONDUCT OF BUSINESS . Seller was  incorporated in the state of Texas
on March26,1996, as Sun Valley Physician Management Corporation, and has engaged
in no business operations since the date of incorporation. There have never been
any shareholders of Seller, other than the Shareholders.  A complete and correct
copy of all minutes,  resolutions and consents  adopted by the  shareholders and
directors of Seller since its creation ar attached hereto as ExhibitD,  and such
minutes,  resolutions and consents are complete and correct in all respects, and
contain  an  accurate   representation  of  all  activities  undertaken  by  the
shareholders and directors of Seller on behalf of Seller since Sellers creation.

3.6  LIABILITIES AND  OBLIGATIONS.  There are no liabilities  against,  owed by,
relating to or affecting  Seller as of the Closing Date.  Except for obligations
created  pursuant  to this  Agreement,  Seller  has no  contractual  obligations
whatsoever,  and has never incurred or discharged any such obligation  since its
creation.

3.7  COMPLIANCE  WITH  LAWS.  Seller has  complied  in all  respects,  and is in
compliance in all respects,  with all federal,  state,  county,  and local laws,
rules,  regulations and ordinances currently in effect and applicable to Seller.
No claim has been  made or  threatened  by any  governmental  authority  against
Seller.

3.8 CLAIMS AND PROCEEDINGS. There are no (and since Sellers creation, there have
been no) claims,  actions,  suits,  proceedings,  or  investigations  pending or
threatened  against Seller,  or affecting Seller, at law or in equity, or before
or by any court, municipal or other governmental department,  commission, board,
agency, or instrumentality.
<PAGE>

3.9  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 Seller on or
before the Closing Date hereof have been filed within the time and in the manner
provided  by law,  and all such  Returns  are true and  correct  and  accurately
reflect the Tax  liabilities of Seller.  Complete and correct copies of all such
Returns have been provided to Purchasers. All Taxes, assessments, penalties, and
interest  which have become due pursuant to such Returns have been paid.  Seller
does not owe any federal  income  Taxes for any period prior to the Closing Date
Closing Date,  and has never owed or paid any federal  income Taxes.  Seller has
not  executed  any  presently  effective  waiver or  extension of any statute of
limitations against assessments and collection of Taxes. There are no pending or
threatened claims, assessments,  notices, proposals to assess, deficiencies,  or
audits  against  Seller  with  respect  to any Taxes owed or  allegedly  owed by
Seller. No federal income tax return of Seller has ever been filed. There are no
tax liens applicable to Seller.

3.10 PERSONNEL.  Seller has never had any employees. Seller has never designated
or appointed any person or other entity to act for it or on its behalf  pursuant
to any power of attorney or any agency.

3.11   INDEBTEDNESS  TO  AND  FROM  SHAREHOLDERS  .  Seller  does  not  owe  any
indebtedness  to  any  of  the  Shareholders  and,  Seller  does  not  have  any
indebtedness owed to it from any of the Shareholders.

3.12 CERTAIN CONSENTS. There are no consents,  waivers, or approvals required to
be executed  and/or obtained by Seller or any Shareholder in connection with the
execution, delivery , and performance of this Agreement.

3.13 BROKERS.  Neither  Seller nor any  Shareholder  has engaged,  or caused any
liability to be incurred to, any finder, broker, or sales agent (or has paid, or
will pay,  any  finders  fee or  similar  fee or  commission  to any  person) in
connection with the execution, delivery, or performance of this Agreement or the
transactions contemplated hereby.

3.14 No Known Breaches.  Neither of the Shareholders has knowledge of any breach
or default by the other  Shareholder  of their  respective  representations  and
warranties, covenants or other agreements made in this Agreement.


                                   ARTICLE IV
                            COVENANTS AND AGREEMENTS

4.1 VOTING  AGREEMENT.  From and after the Closing Date,  Shareholders  agree to
exercise such voting rights as they may have as  shareholders of Seller to elect
to the Board of Directors of Seller such person or persons as may be  designated
by American  Physicians  Service Group,  Inc., a Texas corporation  (APSG).  The
Shareholders each further agree to so vote any capital stock they own or may own
in Seller  until such time as APSG (or its  assignees)  no longer  owns at least
fifty percent (50%) of all the then issued and  outstanding  shares (of each and
every class) of common stock of Seller. Furthermore,  each Shareholder covenants
and  agrees  to  exercise  its  voting  rights  as a  shareholder  of  Seller to
accomplish the consummation of the transactions contemplated by this Agreement.
<PAGE>

4.2 EMPLOYMENT OF SHAREHOLDERS. Effective immediately after the Closing, each of
the Shareholders shall become at-will employees of Seller and shall devote their
full  business  time and  attention  to the  affairs of Seller  pursuant  to the
direction  of, and at the leisure of, the Board of Directors  of Seller.  Seller
shall have no obligation  to increase the  salaries,  or to grant any bonuses to
either of the Shareholders,  or to employ additional  persons,  except as may be
determined  by the Board of  Directors  of Seller  at its sole  discretion,  and
without  implying any obligation  whatsoever with respect  thereto.  Each of the
Shareholders  acknowledges  and agrees that they shall be at-will  employees  of
Seller and may be terminated by Seller at any time for any or no reason,  at the
discretion  of the Board of  Directors.  APSG agrees  that,  promptly  after the
Closing  Date,  APSG  will  vote its  shares to elect  Hedrick  as  Senior  Vice
President  and  General  Counsel  of Seller  and to elect  Beck as  Senior  Vice
President of Seller.

4.3  REIMBURSEMENT  OF  EXPENSES.  All parties  hereto  covenant and agree that,
promptly  after the Closing Date,  Seller shall  reimburse  APSG in full for all
expenses  incurred by APSG in the negotiation,  preparation and entering into of
this  Agreement,  and in  investigating,  organizing,  planning  and  conducting
negotiations  with  respect to, the business to be conducted by Seller after the
Closing.  Without  limiting the generality of the foregoing,  all parties hereto
covenant and agree that APSG shall be entitled to prompt reimbursement after the
Closing Date of any and all amounts paid by APSG or its  affiliates  pursuant to
that certain  letter dated  February19,1997,  from APSG to Beck and Hedrick (the
Letter Agreement). All parties hereto further agree that the Letter Agreement is
hereby declared void in all respects, is of no further force or effect, and each
of Beck,  Hedrick and Seller hereby fully  release and discharge  APSG and APSGs
affiliates,  shareholders,  directors,  officers and employees, from and against
any and all obligations, claims, and causes of action which exist, or may exist,
known or unknown, with respect to the Letter Agreement.

4.4 NO IMPLIED  OBLIGATIONS.  The parties hereto acknowledge and agree that none
of Seller, any Purchaser,  or any director of Seller designated by or elected by
any  Purchaser  shall be  obligated  in any  respect to  consider or approve any
transaction  whatsoever that may be presented to, or come before,  Seller or its
Board of  Directors.  At all times after the Closing,  the Board of Directors of
Seller shall have sole,  complete and  independent  discretion  as to whether to
approve,  disapprove,consider  or not  to  consider  any  acquisition  or  other
transaction by Seller, and nothing contained in this Agreement or the conduct of
the parties  hereto is intended,  or should be  construed,  to indicate or imply
otherwise.
<PAGE>


                                   ARTICLE V
                              CLOSING OBLIGATIONS

5.1 PURCHASERS CLOSING OBLIGATIONS. At the Closing, each Purchaser shall:

(a)     pay their respective portion of the Closing Payment (as described on
Exhibit-A); and

(b)  deliver  such  good  standing   certificates  and  similar   documents  and
certificates as Seller or the Shareholders may reasonably require.

5.2 SELLERS AND THE SHAREHOLDERS CLOSING OBLIGATIONS. At the Closing, Seller
and the Shareholders shall:

(a) deliver the original certificates representing the Shares to the Purchasers,
and execute and deliver such other  documents as the  Purchasers  may request in
order to evidence the ownership of the Shares on the books of Seller;

(b) deliver such good standing certificates,  officer certificates,  and similar
documents and certificates as counsel for the Purchasers may reasonably require;
and

(c) cause every director and officer of Seller (including,  without  limitation,
the  Shareholders) to tender to the Purchasers  written  resignations  from such
positions which are effective as of the Closing Date and which contain  releases
of all claims,  known or unknown,  which such former directors and officers have
or might have against Seller.


                                   ARTICLE VI
                         INDEMNIFICATION OF PURCHASERS

Each of the  Shareholders,  jointly and severally,  agrees to indemnify and hold
harmless  each  Purchaser and each officer,  director,  employee,  and affiliate
(including  without  limitation,  Seller) of each Purchaser  (collectively,  the
Purchaser  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 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 Purchaser Indemnified Parties may sustain,  arising out
of or relating to (a) any breach or default by any  Shareholder  of any of their
representations, warranties, covenants or agreements contained in this Agreement
or in any  agreement or document  executed in  connection  herewith,  or (b) any
liability,  direct or contingent,  known or unknown, of Seller which arises from
or is based on facts,  acts or  omissions  occurring  at or prior to the Closing
Date.

<PAGE>

                                  ARTICLE VII
                                 NONCOMPETITION

Each of the  Shareholders  hereby  agrees  that until the  expiration  of six(6)
months  after any  termination  of such  Shareholders  employment  with  Seller,
whether  terminated by either the Seller or the  Shareholder,  such  Shareholder
will not,  directly or indirectly,  either through any kind of ownership  (other
than  ownership of securities of a publicly  held  corporation  of which it owns
less than five percent  (5%) of any class of  outstanding  securities),  or as a
principal, agent, employer, employee, advisor,  consultant,  copartner or in any
individual or representative  capacity  whatever,  either for its own benefit or
for the  benefit of any other  person,  firm or  corporation,  without the prior
written consent of APSG,  commit any of the following acts,  which acts shall be
considered violations of this covenant not to compete:

(a) 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 Seller,
APSG or their affiliates,  any client, account, or location of the Seller , APSG
or their affiliates,  or any potential client,  account or location which Seller
or Sellers affiliates are then pursuing, considering or negotiating with; or

(b)  Directly or  indirectly  solicit for  employment  or employ any employee of
APSG,  Seller or any  affiliate or entity  related to any of them,  or induce or
attempt to  influence  any  employee of APSG,  Seller or any such  affiliate  or
related entity to terminate his or her employment with APSG,  Seller or any such
affiliate or related entity; or

(c) Provide physician practice management  services,  or engage in the physician
practice management business,  or the business of acquiring physician practices,
with respect to any physicians or physician group, entity or organization, whose
primary specialty is obstetrics  and/or gynecology  (OB/GYN) anywhere within 100
miles of (i) any physician practice then managed or otherwise serviced by Seller
or Sellers  affiliates,  or (ii) any physician  practice which Seller or Sellers
affiliates  is then  pursuing,  considering  or  negotiating  with for services,
acquisition or other business; or

(d)  Directly or  indirectly  request or advise any patient or  physician or any
other person, firm,  corporation or other entity having a business  relationship
with Seller or APSG or any affiliate or related entity, to withdraw,  curtail or
cancel its business with Seller or such affiliate or related entity.

        In addition to the foregoing,  after the expiration of the six (6) month
post-employment  termination  period  described above, and during the second six
(6) month period after any termination of a Shareholders employment with Seller,
whether  terminated  by either the  Seller or the  Shareholder,  the  terminated
Shareholder  will  provide  Seller  with  a   right-of-first   refusal  for  all
transactions  which  such  Shareholder  may in any way be  involved  in or with,
concerning  the  providing  of  physician  practice  management  services,   the
physician practice management  business,  or the business of acquiring physician
practices,  involving  physicians or practices whose primary specialty isOB/GYN.
Pursuant to such right-of-first refusal, the applicable Shareholder shall, prior
to entering into any binding agreements with respect to the subject transaction,
provide written details concerning such transaction,  and the terms thereof,  to
Sellers  Board of Directors,  and provide  Seller with at least thirty (30) days
thereafter to exercise its right of first refusal and engage in such transaction
on the same proposed terms and conditions. If Seller fails to exercise its right
of first  refusal  during such  thirty  (30) day period,  same shall be deemed a
refusal to exercise its right of first refusal.
<PAGE>

Each of the Shareholders has reviewed and carefully considered the provisions of
this ARTICLE and,  having done so, each agrees that the  restrictions  set forth
herein (a) are fair and  reasonable  with respect to time,  geographic  area and
scope,  (b)are not unduly  burdensome  to any of the  Shareholders,  and (c) are
reasonably  required for the  protection  of the  interests of APSG,  Seller and
their affiliates.

Each of the  Shareholders  agrees that a violation  on its part of any  covenant
contained  in this  ARTICLE  will cause APSG and Seller  irreparable  damage for
which  remedies at law may be  insufficient,  and for that  reason,  each of the
Sellers  agrees  that APSG and Seller  shall be entitled as a matter of right to
equitable  remedies,  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
APSG or  Seller  may  have,  including,  specifically,  recovery  of  additional
damages.


                                  ARTICLE VIII
                              REGISTRATION RIGHTS

        8.1 Incidental  Registration  Rights. For purposes of this ARTICLE VIII,
the Purchasers and the Shareholders are collectively  referred to as the Covered
Parties and  individually as a Covered Party.  Each of the Covered Parties shall
have the  incidental  registration  rights and other rights  provided under this
ARTICLEVIII.  The incidental  registration rights described in this ARTICLE VIII
shall only apply with respect to shares of the Sellers common stock,  $0.001 par
value per share,  owned by any of the Covered Parties,  and shall not apply with
respect to any other form of capital stock of Seller owned by any of the Covered
Parties including,  without limitation,  any Serial Founders common stock or any
preferred  stock;  and any  reference  in this  ARTICLE  VIII to Shares shall be
deemed to refer to the Shares of the Purchasers (as defined in Section1.1 above)
and to any  shares of the  $0.001  par value  common  stock of Seller  which may
hereafter become owned by either of the Shareholders.

        If Seller at any time proposes to register any of its common stock under
the Act for sale to the  public,  whether for its own account or for the account
of  other  security  holders  or  both  (except  with  respect  to  registration
statements on FormsS-4 or S-8 or another form not available for  registering the
Shares  for sale to the  public or in  connection  with  mergers,  acquisitions,
exchange offers,  dividend  reinvestment plans or stock option or other employee
benefit plans of the Seller), it will give written notice to the Covered Parties
of  its  intention  so  to  do,  which  notice  shall  include  a  list  of  the
jurisdictions in which the Seller intends to attempt to qualify the common stock
under the applicable  state  securities laws. Upon the written request of one or
more Covered Parties,  given within 10 days after receipt of any such notice, to
register  any of their  Shares,  Seller  will,  subject to the  limitations  and
conditions  contained  herein,  use its best  efforts  to cause the Shares as to
which  registration  shall have been so  requested  (Covered  Shares),  pro rata
between the Covered Parties in a ratio equal to the respective  number of Shares
then owned and  requested to be  registered  by them, or such other ratio as may
have  been  agreed  upon  among  the  Covered  Parties,  to be  included  in the
securities to be covered by the registration  statement  proposed to be filed by
the Seller,  all to the extent requisite to permit the sale or other disposition
by the Covered Parties; provided, however, that:
<PAGE>

        (i) Each Covered Party shall each have the right to request inclusion of
its Shares (and have such Shares included) in two  registration  statements that
are  declared   effective  by  the  Securities  and  Exchange   Commission  (the
Commission).

        (ii) If, at any time after giving such written  notice of its  intention
to register any securities  and prior to the effective date of the  registration
statement filed in connection with such registration, the Seller shall determine
for any reason not to register  any  securities  at all (and in fact does not do
so), the Seller may, at its election,  give written notice of such determination
to the Covered Parties who made a request as hereinabove  provided and thereupon
the  Seller  shall be  relieved  of its  obligation  to  register  any Shares in
connection with that proposed registration.

        (iii)  If such  registration  involves  an  underwritten  offering,  the
Covered Parties requesting to be included in the Seller's registration must sell
their  Covered  Shares to the  underwriters  selected  by the Seller on the same
terms and conditions as apply to the Seller and other selling  parties under the
registration statement (except as otherwise set forth herein).

        The number of Covered  Shares to be included in such an offering  may be
reduced if and to the extent that the managing underwriter,  if any, shall be of
the opinion that such  inclusion  would  adversely  affect the  marketing of the
securities to be sold by Seller therein (pro rata between the Covered Parties in
a ratio  equal to the  respective  amounts  of  Covered  Shares  held by  each.)
Notwithstanding anything to the contrary contained in this Section, in the event
that  there is an  underwritten  public  offering  of  securities  of the Seller
pursuant to a registration covering Shares and a Covered Party does not elect to
sell its  Covered  Shares to the  underwriters  of the  Seller's  securities  in
connection  with such  offering,  such Covered  Party shall refrain from selling
such Covered Shares during the period of distribution of the Sellers  securities
by  such   underwriters,   the  period  in  which  the  underwriting   syndicate
participates in the after market and during any lock-up period requested by such
underwriters;  provided,  however, that the Covered Parties shall, in any event,
be entitled to sell their Shares commencing on the 180th day after the effective
date of such registration statement.

        8.2 REGISTRATION  PROCEDURES.  If and whenever the Seller is required by
the provisions of this ARTICLE to effect the  registration of any of the Covered
Shares under the Act, Seller will, as expeditiously as possible:
<PAGE>

        (i)  prepare  and file  with the  Commission  a  registration  statement
(which, in the case of an underwritten  public offering shall be on such form of
general  applicability as may be satisfactory to the managing  underwriter) with
respect to such  securities and use its best efforts to cause such  registration
statement  to become and  remain  effective  for the period of the  distribution
contemplated thereby (determined as hereinafter provided);

        (ii)  prepare  and  file  with  the  Commission   such   amendments  and
supplements  to  such  registration   statement  and  the  prospectus  filed  in
connection  therewith as may be necessary  to keep such  registration  statement
effective for the period of distribution  and as may be necessary to comply with
the  provisions  of the Act with respect to the  disposition  of all  securities
covered by such  registration  statement in accordance with the Sellers intended
method of disposition set forth in such registration statement for such period;

        (iii)  furnish  to  the  Covered  Parties,   as  applicable,   and  each
underwriter  such  number  of  copies  of the  registration  statement  and  the
prospectus included therein (including each preliminary  prospectus) as they may
reasonably  request in order to facilitate the public sale or other  disposition
of the Covered Shares covered by such registration statement;

        (iv) use its best  efforts to register  or qualify  the  Covered  Shares
covered by such registration  statement under the securities or blue sky laws of
such jurisdictions as the Covered Parties, as applicable,  or, in the case of an
underwritten public offering, the managing underwriter, shall reasonably request
(provided  that the Seller will not be required to (1) qualify  generally  to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this subsection, (2) subject itself to taxation in any such jurisdiction
or (3) consent to general service of process in any such jurisdiction);

        (v)  promptly  notify the Covered  Parties,  as  applicable,  under such
registration  statement  and each  underwriter,  at any time  when a  prospectus
relating thereto is required to be delivered under the Act when it becomes aware
of the happening of any event as a result of which the  prospectus  contained in
such registration  statement, as then in effect, includes an untrue statement of
a  material  fact or omits to state  any  material  fact  required  to be stated
therein or necessary to make the statements  contained therein not misleading in
light of the circumstances then existing;

        (vi) use its best efforts (if the offering is  underwritten) to furnish,
at the  request of the  Covered  Parties,  as  applicable,  on the date that the
Covered  Shares are  delivered  to the  underwriters  for sale  pursuant to such
registration:  (1) an opinion dated such date of counsel representing the Seller
for the  purposes of such  registration,  addressed to the  underwriters  and in
customary form and covering such matters as are customarily  covered by opinions
of counsel in similar  registrations  and as may be required in the underwriting
agreement  relating thereto,  as may reasonably be requested by the underwriters
or by the Covered  Parties,  as applicable;  and (2) a comfort letter dated such
date from the independent public accountants  retained by the Seller,  addressed
to the  underwriters,  in  customary  form  and  covering  such  matters  as are
customarily covered by such comfort letters in similar  registrations and as may
be required in the underwriting agreement relating thereto, as such underwriters
or the Covered Parties, as applicable, may reasonably request; and
<PAGE>

        (vii)  make  available  for  inspection  by  the  Covered  Parties,  any
underwriter  participating  in any  distribution  pursuant to such  registration
statement, and any attorney,  accountant, or other agent retained by the Covered
Parties,  or underwriter,  all financial and other records,  pertinent corporate
documents,  and  properties  of the  Seller,  and cause the  Seller's  officers,
directors,  and employees to supply all information  reasonably requested by any
such Covered Party,  underwriter,  attorney,  accountant, or agent in connection
with such registration statement.

        For  purposes  of  paragraphs   (i)  and  (ii)  above,   the  period  of
distribution  of Covered  Shares in an  underwritten  public  offering  shall be
deemed to extend until each  underwriter  has completed the  distribution of all
securities  purchased by it, and the period of distribution of Covered Shares in
any other  registration  shall be deemed to extend until the earlier of the sale
of all Covered Shares or 180 days after the effective date thereof.

        In connection with each registration hereunder,  the Covered Parties, as
applicable,  will furnish to the Seller in writing such information with respect
to themselves and the proposed distribution by them as shall be requested by the
Seller  in  order  to  assure  compliance  with  federal  and  applicable  state
securities laws.

        In connection with each  registration  covering an  underwritten  public
offering,  Seller  agrees to enter into a written  agreement  with the  managing
underwriter  selected in the manner herein  provided in such form and containing
such  provisions  as are  customary  in the  securities  business  for  such  an
arrangement  between  major  underwriters  and companies of the Sellers size and
investment  stature;  provided  that such  agreement  shall not contain any such
provision  applicable  to the Seller that is  inconsistent  with the  provisions
hereof and, further,  provided that the time and place of the closing under such
agreement  shall be as mutually agreed upon between the Seller and such managing
underwriter.

        The Seller  will not be  obligated  to include  any Shares  owned by the
Covered Parties requesting that a proposed  registration  include such Shares if
the Seller delivers to the requesting Covered Parties the opinion of the Sellers
counsel (such  counsel and the form of such opinion  having been approved by the
Covered Parties in their reasonable discretion) to the effect that the requested
registration is not required to permit the proposed disposition or any resale of
such Shares,  without restrictions on subsequent transfer,  under the Act, which
opinion  may be  furnished  to and relied upon by any broker  through  which the
Covered Parties may elect to sell any Shares.

        8.3 CONDITIONS TO OBLIGATION TO REGISTER SHARES. The Sellers obligations
under this ARTICLE shall be subject to the following limitations and conditions:

                (a) Seller  shall have  received  from the Covered  Parties,  as
applicable,  all such information as the Seller may reasonably  request from the
Covered  Parties   concerning  each  of  them  and  each  of  their  methods  of
distribution  of  the  Covered  Shares  to  enable  Seller  to  include  in  the
registration statement all material facts required to be disclosed therein.
<PAGE>

                (b)  Any  request  by  the  Covered  Parties  pursuant  to  this
Agreement for  registration  of the offering,  sale and delivery of Shares shall
provide that each Covered Party,  as applicable,  (i)has a present  intention to
sell such Shares;  (ii) agrees to execute all consents,  powers of attorneys and
other documents required in order to cause such registration statement to become
effective;  (iii) agrees,  if the offering is at the market,  to give the Seller
written  notice of the first bona fide  offering  of such  Shares and to use the
prospectus  forming a part of such  registration  statement only for a period of
180 days  after the  effective  date of the  registration  statement  unless the
offering  is  pursuant  to  a  continuous  registration  pursuant  to  Rule  415
promulgated  under the Act; (iv) subject to adverse events regarding the selling
price of the Shares,  agrees to utilize its proposed  method of  distribution of
the  registered  securities;  and (v) agrees to promptly  notify Seller and each
underwriter, if any, with regard to any registration statement, at any time when
it  becomes  aware  of the  happening  of any  event as a  result  of which  any
prospectus  contained in such  registration  statement that has been provided to
the Covered Party includes an untrue  statement of a material fact regarding the
Covered  Party or omits to state a material  fact  regarding  the Covered  Party
required to be stated  therein or  necessary  to make the  statements  contained
therein   regarding   such  Covered  Party  not   misleading  in  light  of  the
circumstances then existing.

        8.4 DISTRIBUTION ARRANGEMENTS. Each Covered Party, as applicable, agrees
that, in disposing of its Shares in the registered public offering, such Covered
Party will comply with applicable rules promulgated by the Commission.

        8.5  EXPENSES.  All  expenses  incurred by the Seller in  preparing  and
complying  with  a  registration   covering  any  Shares,   including,   without
limitation, all registration,  qualification, and filing fees, blue sky fees and
expenses,  printing  expenses,  fees  and  disbursements  of legal  counsel  and
independent  public accountants for the Seller, the reasonable fees and expenses
of one law firm serving as legal counsel for the participating  Covered Parties,
fees of the National  Association of Securities  Dealers,  Inc., transfer taxes,
escrow fees, fees of transfer agents and registrars, and costs of insurance, but
excluding any Selling Expenses,  are herein called  Registration  Expenses.  All
underwriting  discounts,  and  selling  commissions  applicable  to the  sale of
Covered Shares are herein called Selling Expenses.

        The Seller shall pay all  Registration  Expenses in connection  with any
registration statement. All Selling Expenses in connection with any registration
statement  shall be borne by each  participating  Covered Party in proportion to
the number of Covered Shares sold by each.

        8.6  INDEMNIFICATION.  In  the  event  of a  registration  of any of the
Covered  Shares under the  Securities  Act, the Seller shall  indemnify and hold
harmless the Covered Party, as applicable,  thereunder and each  underwriter and
each associate,  if any, of the Covered  Parties,  or  underwriter,  against any
losses, claims, damages, or liabilities,  joint or several, to which the Covered
Parties, or underwriter or associate thereof may become subject under the Act or
otherwise,  insofar as such losses, claims,  damages, or liabilities (or actions
in  respect  thereof)  arise out of or are based upon any  untrue  statement  or
alleged  untrue  statement of any material  fact  contained in any  registration
statement  under which such Covered  Shares were  registered  under the Act, any
preliminary  prospectus or final prospectus  contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the  statements  therein not  misleading,  or any violation by
Seller of any rule or regulation  promulgated under the Act applicable to Seller
and  relating  to action or  inaction  by  Seller  in  connection  with any such
registration,  and shall reimburse the Covered Parties,  each underwriter and/or
associate thereof for any legal or other expenses reasonably incurred by them in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability, or action;  provided,  however, that the Seller will not be liable in
any such  case if and to the  extent  that  any such  loss,  claim,  damage,  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged  omission made in conformity  with  information
furnished by the Covered Parties,  each underwriter  and/or associate thereof in
writing specifically for use in such registration statement or prospectus.
<PAGE>

        In the event of a  registration  of any of the Covered  Shares under the
Act, each of the Covered Parties, as applicable, severally and not jointly, will
indemnify  and hold  harmless  the Seller and its  affiliates,  if any, and each
underwriter  and each associate of any underwriter  against all losses,  claims,
damages  or  liabilities,  joint  or  several,  to  which  the  Seller  or  such
underwriter or associate may become subject under the Act or otherwise,  insofar
as such losses,  claims,  damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue  statement or alleged untrue statement
of any material fact contained in the  registration  statement  under which such
Covered  Shares were  registered  under the Act, any  preliminary  prospectus or
final prospectus  contained therein,  or any amendment or supplement thereof, or
arise out of or are based upon the omission or alleged omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein  not  misleading,   and  will  reimburse  the  Seller,  each
underwriter and/or associate thereof for any legal or other expenses  reasonably
incurred by them in connection  with  investigating  or defending any such loss,
claim, damage, liability or action; provided, however, that a Covered Party will
be liable  hereunder  in any such case if and only to the  extent  that any such
loss,  claim,  damage  or  liability  arises  out of or is based  upon an untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
reliance  upon and in  conformity  with  information  pertaining to such Covered
Party, furnished in writing to the Seller by that Covered Party specifically for
use in such registration statement or prospectus; and provided further, however,
that the  liability  of any  Covered  Party  hereunder  shall be  limited to the
proportion of any such loss, claim,  damage,  liability or expense that is equal
to the proportion  that the public offering price of Covered Shares sold by such
Covered  Party,  under such  registration  statement  bears to the total  public
offering price of all securities sold thereunder, but not to exceed the proceeds
received by such Covered Party from the sale of Covered  Shares  covered by such
registration statement.

        Promptly  after receipt by an indemnified  party  hereunder of notice of
the  commencement  of any action,  such  indemnified  party shall, if a claim in
respect thereof is to be made against the indemnifying  party hereunder,  notify
the  indemnifying  party in writing  thereof,  but the omission so to notify the
indemnifying  party shall not relieve it from any  liability  it may have to any
indemnified  party other than under this Section.  In case any such action shall
be brought  against any indemnified  party and it shall notify the  indemnifying
party of the commencement  thereof,  the indemnifying party shall be entitled to
participate  in and, to the extent it shall wish,  to assume and  undertake  the
defense thereof with counsel reasonably  satisfactory to such indemnified party,
and, after notice from the indemnifying  party to such indemnified  party of its
election so to assume and undertake the defense thereof,  the indemnifying party
shall not be liable to such  indemnified  party under this Section for any legal
expenses  subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of liaison with
counsel so elected; provided, however that, if the defendants in any such action
include  both  the  indemnified  party  and the  indemnifying  party  and if the
interests of the indemnified party reasonably may be deemed to conflict with the
interests of the indemnifying  party, the indemnified party shall have the right
to  select  separate  counsel  and  to  assume  its  defense  and  otherwise  to
participate  in the defense of such  action,  with the expenses and fees of such
separate  counsel  and  other  expenses  related  to  such  participation  to be
reimbursed by the indemnifying  party as incurred.  The indemnifying  party will
not be subject to any settlement  made without its consent,  which consent shall
not be unreasonably withheld. The indemnifying party will pay to the indemnified
party all sums due hereunder within 10 days of a final  non-appealable  judgment
or pursuant to the terms of a settlement agreement.
<PAGE>

        8.7  LIMITATION ON SUBSEQUENT  REGISTRATION  RIGHTS.  From and after the
date of this  Agreement,  the Seller shall not enter into any agreement with any
holder or  prospective  holder of any  securities  of the Seller  (nor shall the
Seller,  in the absence of any such prior  agreement,  permit any such holder or
prospective holder) to include such securities in any registration  contemplated
by this Agreement other than incidental  (non-demand)  registration  rights that
are  expressly  subordinate  to  those  granted  the  Covered  Parties  in  this
Agreement.


                                   ARTICLE IX
                                 MISCELLANEOUS

9.1 COLLATERAL  AGREEMENTS,  AMENDMENTS,  AND WAIVERS.  This Agreement (together
with the documents  delivered  pursuant hereto)  supersedes all prior documents,
understandings,  and agreements,  oral or written (including without limitation,
the Letter  Agreement),  relating to the  transactions  contemplated  herein 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 unless otherwise  expressly  provided  therein) may be made only by an
instrument in writing executed by each party thereto.

9.2 SUCCESSORS AND ASSIGNS. None of the parties rights or obligations under this
Agreement  may be  assigned  without  the prior  written  consent of all parties
hereto,  except that APSG may assign its rights and obligations hereunder to any
entity, at least a majority of whose voting equity ownership interests is at the
time owned, directly or indirectly,  by APSG. 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 delivered pursuant to this Agreement) shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, legal representatives, successors, and permitted assigns.
<PAGE>

9.3 EXPENSES.  Except as provided in Section 4.3, and  regardless of whether the
transactions  contemplated  hereby are consummated,  each party hereto shall pay
all of its costs and expenses  incurred by it in connection with this Agreement,
including the fees and disbursements of its counsel.

9.4  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 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.

9.5  INFORMATION AND  CONFIDENTIALITY.  Each party hereto agrees that such party
shall hold in strict confidence all information and documents  received from any
other party  hereto,  and if the Closing  does not occur,  each such party shall
return to the other parties  hereto all such  documents  then in such  receiving
partys possession without retaining copies; provided,  however, that each partys
obligations  under  this  Section  shall  not  apply to (a) any  information  or
document required to be disclosed by law, (b)any  information or document in the
public  domain,  or (c)any  information  or document that APSG  discloses to any
potential lender to or investor in APSG or any of its affiliates.

9.6  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.

9.7 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  personally  delivered 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:

Any Purchaser:          American Physicians Service Group, Inc.
                        1301 Capital of Texas Highway
                        Austin, Texas  78746
                        Attention:  President
<PAGE>

with a copy to:         Mr. Timothy L. LaFrey
                        Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                        816 Congress Avenue, Suite 1900
                        Austin, Texas  78701

Seller and              Michael R. Beck
Shareholders:           1450 Preston Forest Square, Suite 210
                        Dallas, Texas 75230-2731

                        John R.  Hedrick
                        2415 Trail of the Madrones
                        Austin, Texas 78746-2338

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

9.8 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,
representations,  and  warranties  made  hereunder  or  pursuant  hereto  or  in
connection with the transactions contemplated hereby shall survive the Closing.

9.9 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 more  effectively  to consummate  the  transactions
contemplated hereby.

9.10  CONSTRUCTION.  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.

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

9.12 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.

IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement as of
the day and year first above written.

<PAGE>



                               SIGNATURE PAGE TO
                         APS PRACTICE MANAGEMENT, INC.
                            STOCK PURCHASE AGREEMENT


Seller:                                 APS PRACTICE MANAGEMENT, INC.



                                        By:

                                        Printed Name:

                                        Title:

                                        Beck: /s/ Michael R. Beck

                                        Michael R. Beck

                                        Hedrick: /s/ John R. Hedrick

                                        John R. Hedrick

Purchasers:                             AMERICAN PHYSICIANS SERVICE GROUP, INC.


                                        By:

                                        Printed Name:

                                        Title:


                                        DUANE K. BOYD, JR. TRUST


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


                                        /s/ Kenneth S. Shifrin
                                        Kenneth S. Shifrin

                                        /s/ Robert L. Myer
                                        Robert L. Myer
<PAGE>

                               SIGNATURE PAGE TO
                         APS PRACTICE MANAGEMENT, INC.
                            STOCK PURCHASE AGREEMENT


                                        J. A. MURPHY DESCENDANTS TRUST


                                        By  /s/ Jack Murphy, Grantor
                                            Jack Murphy, Grantor


                                        /s/ William H. Hayes
                                        William H. Hayes


                                        /s/ Thomas R. Solimine
                                        Thomas R. Solimine


                                        /s/ Samuel R. Granett
                                        Samuel R. Granett


                                        /s/ Maury Magids
                                        Maury Magids





<PAGE>


                                   EXHIBIT-A
                               LIST OF PURCHASERS


Name of Purchaser
Number of Shares
Closing Payment Obligation


American Physicians Service
    Group, Inc.

1,874,600
$4,686,500

Kenneth S. Shifrin
30,000
$ 75,000

Duane K. Boyd, Jr. Trust
12,000
$ 30,000

Robert L. Myer
40,000
$100,000

J. A. Murphy Descendants Trust
20,000
$50,000

Samuel R. Granett
4,000
$10,000

William H. Hayes
2,400
$6,000

Maury Magids
4,000
$10,000

Paul Schilder
10,000
$25,000

Thomas R. Solimine
3,000
$7,500


TOTALS
2,000,000
$5,000,000

<PAGE>