Exhibit 10.25


                                 PROMISSORY NOTE
Austin, Texas, 1996


         FOR VALUE RECEIVED,  the  undersigned,  EXSORBET  INDUSTRIES,  INC., an
Idaho corporation, ("Maker") promises to pay to the order of AMERICAN PHYSICIANS
SERVICE GROUP,  INC., a Texas  corporation  ("Payee"),  at 1301 Capital of Texas
Hwy.,  Suite C-300,  Austin,  Texas,  78746 ("Payee's  Address"),  the principal
amount  of  Three   Million   Three   Hundred   Thousand   and  00/100   Dollars
($3,300,000.00)  (the  "Principal  Amount"),  or  such  less  amount  as  may be
outstanding  from time to time,  together with interest on the unpaid balance of
such amount as provided herein, in lawful money of the United States of America,
in accordance with all the terms, conditions, and covenants of this Note and the
Transaction Documents identified below.

         1.       Payment. The principal balance of this Note and all accrued 
and unpaid interest is payable on or before October 1, 1997 (the "Maturity 
Date").

         2.  Transaction  Documents  and  Collateral.  This Note is executed and
delivered  by Maker  pursuant  to the  terms of the Stock  Put  Agreement  dated
September  30, 1996,  executed by and between  among Maker and Payee (the "Stock
Put Agreement"),  and this Note evidences Maker's indebtedness owing by Maker to
Payee  under the terms of such Stock Put  Agreement.  This Note is  secured  by,
inter alia, the following: the Assignment and Security Agreement dated September
30,  1996,  executed  by  Maker  as  debtor  and  Payee as  Secured  Party  (the
"Assignment"). This Note, the Stock Put Agreement, the Assignment, and all other
documents evidencing,  securing, governing,  guaranteeing,  and/or pertaining to
this Note,  including but not limited to those documents  described  above,  are
sometimes collectively referred to as the "Transaction Documents". Payee and any
subsequent owner or holder of this Note is entitled to the benefits and security
provided in the Transaction Documents.

         3.       Interest Provisions.

                  (a) Rate. The principal balance of this Note from time to time
remaining unpaid prior to maturity shall bear interest at a fixed rate per annum
equal to fifteen  and 75/100  percent  (15.75%)  (the  "Note  Rate"),  but never
greater than the "Maximum Lawful Rate", as that term is defined in this Note.

                  (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 are permissible  under  applicable  state or
federal  law  for the  type  of  loan  evidenced  by  this  Note  and the  other
Transaction Documents. If Article 1.04 of the Texas Credit Code is applicable to
this Note, and applicable state or federal law does not permit a higher interest
rate, the "Indicated  (Weekly) Ceiling" (as defined as Article 1.04(a)(1) of the
Texas Credit Code) shall be the Interest  Rate Ceiling  applicable  to this Note
and shall be the basis for  determining  the Maximum  Lawful Rate in effect from
time to time  during the term of this Note,  unless a  different  Interest  Rate
Ceiling is designated  on the first page of this Note.  If  applicable  state or
federal law allows a higher  interest rate or federal law preempts the state law
limiting the rate of interest,  then the  foregoing  Interest Rate Ceiling shall
not be  applicable  to 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.


                                   EXHIBIT "A"
PROMISSORY NOTE              Page 1 of 5               Exsorbet Industries, Inc.

<PAGE>




                  (c)  Spreading  of  Interest.  Because of the  possibility  of
irregular  periodic  balances of  principal  and  premature  payment,  the total
interest that will accrue under this Note cannot be determined in advance. Payee
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  Payee  and Maker  agree  that all  amounts  of
interest,  whenever  contracted for, charged, or received by Payee, 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 Payee  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.

                  (d) Excess Interest.  At maturity  (whether by acceleration or
otherwise)  or on earlier  final  payment of this Note,  Payee shall compute the
total amount of interest that has been contracted for,  charged,  or received by
Payee or payable by Maker under this Note and compare such amount to the Maximum
Lawful  Amount  that could have been  contracted  for,  charged,  or received by
Payee. If such  computation  reflects that the total amount of interest that has
been contracted for,  charged,  or received by Payee or payable by Maker exceeds
the Maximum Lawful  Amount,  then Payee 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
Maker.  This  provision  concerning  the crediting or refund or excess  interest
shall control and take  precedence over all other  agreements  between Maker and
Payee so that under no  circumstances  shall the total interest  contracted for,
charged, or received by Payee exceed the Maximum Lawful Amount.

                  (e) Interest  After  Default.  At Payee'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 Payee's  option,  (i) the Maximum Lawful Rate, if such Maximum Lawful Rate is
established  by applicable  law; or (ii) the Note Rate plus five (5)  percentage
points,  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 Payee
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 Payee to exceed the Maximum Lawful Amount.

                  (f) Daily Computation of Interest.  To the extent permitted by
applicable  law,  Payee at its  option may  either  (i)  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, or (ii)  calculate the per diem interest rate or amount as if each year has
only 360 days, and charge that per diem interest rate or amount each day for the
actual  number of days of the year (365 or 366 as the case may be). If this Note
calls for monthly payments, Payee at its option may determine the payment amount
based on the  assumption  that each year has only 360 days and each month has 30
days.  In no event shall Payee compute the interest in a manner that would cause
Payee to contract for, charge, or receive interest that would exceed the Maximum
Lawful Rate or the Maximum Lawful Amount.



                                   EXHIBIT "A"
PROMISSORY NOTE                Page 2 of 5             Exsorbet Industries, Inc.

<PAGE>





         4.       Default Provisions.

                  (a) Events of Default  and  Acceleration  of  Maturity.  Maker
agrees  that an event of  default  shall  exist  under  this  Note and the other
Transaction  Documents if: (i) Maker defaults in the payment of any  installment
of principal,  interest, or any other sum required to be paid under the terms of
this Note or any of the Transaction Documents; or (ii) there is a default in the
performance of any covenant,  condition,  or agreement contained in this Note or
any of the Transaction  Documents,  or an event of default or default  otherwise
occurs or exists  under any of the  other  Transaction  Documents;  or (iii) the
bankruptcy or insolvency  of, the assignment for the benefit of creditors by, or
the  appointment  of a receiver for any of the property of, or the  liquidation,
termination,  dissolution or death or legal  incapacity of, any party liable for
the  payment of this  Note,  whether as maker,  endorser,  guarantor,  surety or
otherwise.  Maker agrees that if an event of default occurs,  Payee may, without
notice  or  demand,  except  as  otherwise  required  by  statute  or  otherwise
specifically  provided in this Note or any of the other  Transaction  Documents,
accelerate  the  maturity of this Note and declare the entire  unpaid  principal
balance and all accrued  interest at once due and payable,  foreclose  all liens
and security  interests  securing  this Note,  and exercise all other rights and
remedies  Payee may have  under this Note and the other  Transaction  Documents,
including any one or more of the foregoing remedies.

                  (b) WAIVER BY MAKER.  MAKER 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,  SURETY,  ENDORSER,  AND GUARANTOR  WAIVES
NOTICE OF ANY AND ALL RENEWALS, EXTENSIONS, REARRANGEMENTS, AND MODIFICATIONS OF
THIS NOTE.

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

                  (d) Remedies.  Payee 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. The rights,  remedies,  and recourses of Payee, as
provided in this Note and in any of the other  Transaction  Documents,  shall be
cumulative  and  concurrent  and  may be  pursued  separately,  successively  or
together as often as occasion  therefore  shall arise, at the sole discretion of
Payee.

                  (e)      Joint and Several Liability.  Each Maker 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 Payee  requires  the services of an
attorney  to enforce the  payment of this Note or the  performance  of the other
Transaction  Documents,  or if  this  Note is  collected  through  any  lawsuit,
probate,  bankruptcy, or other judicial proceeding, Maker agrees to pay Payee 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.


                                   EXHIBIT "A"
PROMISSORY NOTE                   Page 3 of 5          Exsorbet Industries, Inc.

<PAGE>





         5.       Miscellaneous Provisions.

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

                  (b)  Transfer.  Maker  acknowledges  and agrees that Payee may
transfer this Note or partial  interests in the Note to one or more  transferees
or  participants.  Maker  authorizes Payee to disseminate any information it has
pertaining  to the  indebtedness  evidenced  by this  Note,  including,  without
limitation,  credit  information on Maker 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 Maker 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) Payment in U.S.  Dollars.  All payments and prepayments of
principal  of or  interest  on this Note  shall be made in  lawful  money of the
United States of America in immediately  available funds, at the address of Bank
indicated  above, or such other place as the holder of this Note shall designate
in writing to Maker. The books and records of Bank shall be prima facie evidence
of all outstanding principal of and accrued and unpaid interest on this Note.

                  (e) Payment on Business  Days.  The term  "Business Day" shall
mean any day other than a  Saturday,  Sunday or any other day on which  national
banking associations are authorized to be closed. If any payment of principal of
or interest on this Note shall become due on a day which is not a Business  Day,
such  payment  shall be made on the next  succeeding  Business  Day and any such
extension of time shall be included in  computing  interest in  connection  with
such payment.

                  (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 Payee and Maker.

                  (e) No Duty or Special  Relationship.  Maker acknowledges that
Payee  has no duty of good  faith  to  Maker,  and  Maker  acknowledges  that no
fiduciary,  trust, or other special relationship exists between Payee and Maker.
If Payee and Maker are now engaged in or in the future engage in other  business
transactions,  such other business transactions are independent of this Note and
the  indebtedness  evidenced  hereby and of the promises and  covenants  made by
Maker in this Note, and vice versa.

                  (f)  Modifications.  Any  modifications  agreed  to  by  Payee
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.  Maker warrants and represents that
the Transaction Documents constitute the entire agreement between Maker and 
Payee with respect to the indebtedness evidenced by this Note and agrees that no
modification, amendment, or additional


                                   EXHIBIT "A"
PROMISSORY NOTE               Page 4 of 5              Exsorbet Industries, Inc.

<PAGE>




agreement with respect to such indebtedness will be valid and enforceable unless
made in writing signed by both Maker and Payee.

                  (h) Maker's  Address for  Notice.  All notices  required to be
sent by Payee to Maker shall be sent by U.S. Mail,  postage prepaid,  to Maker's
Address  stated next to Maker's  signature  below,  until  Payee  shall  receive
written notification from Maker of a new address for notice.

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

                  (j) 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.

                  (k)      APPLICABLE LAW.  THIS NOTE 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.

         EXECUTED this           day of                                , 1996.

                                     MAKER:

                                                     Exsorbet Industries, Inc.
                                                     (an Idaho corporation)



                                       By:
                                      Name:
                                     Title:





                                   EXHIBIT "A"
PROMISSORY NOTE                 Page 5 of 5            Exsorbet Industries, Inc.