Exhibit 10.19
                                                                 
                          SHAREHOLDER RIGHTS AGREEMENT


         This Shareholder  Agreement (this "Agreement") is made and entered into
the 30th day of September,  1996 (the "Effective Date"), by and between Exsorbet
Industries,  Inc., an Idaho  corporation  ("Exsorbet")  and American  Physicians
Service Group, Inc., a Texas corporation ("APS").

                                 R E C I T A L S

         WHEREAS,  APS has purchased  1,200,000  shares of Exsorbet common stock
and has entered into a Stock Put Agreement  (the "Stock Put")  pursuant to which
APS may cause Exsorbet to repurchase such common stock; and

         WHEREAS,  the  obligations  of  Exsorbet  under  the  Stock Put will be
secured  by a first  lien  security  interest  in all the  capital  stock of the
Exsorbet  subsidiary which acquires 7-7, Inc., an Ohio  corporation,  by merger,
and will be further  secured by the payment and  performance  guarantees  of all
subsidiaries  of  Exsorbet  (all such  guarantees,  together  with the  security
agreement  and  other  documents  entered  into  from time to time by or for the
benefit of APS in connection with securing the obligations of Exsorbet under the
Stock Put are hereinafter collectively referred to as the "Security Documents");
and


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         WHEREAS,  APS has received a warrant (the "Warrant") to acquire 300,000
shares of the common  stock of Exsorbet  and has further  received  options (the
"Options")  from  certain  stockholders  of  Exsorbet  pursuant  to which APS is
entitled to purchase,  in the aggregate,  an additional  1,700,000 shares of the
common stock of Exsorbet; and

         WHEREAS, the parties hereto desire for APS to have certain registration
rights with regard to the 1,200,000 shares of common stock of Exsorbet purchased
by APS,  and such  additional  Exsorbet  common  stock as may be acquired by APS
pursuant  to the  exercise of the Warrant  and/or the  Options,  and to agree on
certain other matters  concerning the governance of their affairs,  on the terms
and conditions contained herein.

         NOW,  THEREFORE,  for and in  consideration  of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.       Registration Rights.
                  (a) APS shall have the  registration  rights set forth  herein
with respect to (i) the 1,200,000  shares of Exsorbet  common stock purchased by
APS in  connection  with which this  Agreement  was entered  into,  and (ii) any
shares of the common  stock of  Exsorbet  which APS  acquires  upon  exercise of
rights granted pursuant to the Warrant, the Options or this Agreement, and (iii)
all stock  (and  rights  related  thereto)  received  with  respect to any stock
described  in (i) and/or (ii) by virtue of any stock  dividends,  stock  splits,
mergers, consolidations, reclassifications or similar

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transactions or occurrences. The stock of Exsorbet owned by APS which is subject
to the registration rights provided in this Agreement is hereinafter referred to
as the  "Registerable  Stock." To exercise  its  registration  rights,  APS must
deliver to Exsorbet a written request (the  "Request")  requesting that Exsorbet
effect the  registration  under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), and the registration  and/or  qualification  under applicable
state  securities  laws (the "State Laws") of all or a specified  portion of the
Registerable Stock, and specifying the intended method of methods of disposition
thereof,  the jurisdictions in which such offering will be made and whether such
requested registration is to be an underwritten offering.
                  (b)  Exsorbet   will  use  its  best  efforts  to  effect  the
registration under the Securities Act and the registration and/or  qualification
under the State Laws of the Registerable Stock, to the extent required to permit
the disposition  thereof in accordance with the methods and in the jurisdictions
set  forth  in  the  Request;   provided  that  Exsorbet  may  include  in  such
registration statement securities of Exsorbet ("Other Registerable  Securities")
to be offered and sold by or on behalf of Exsorbet or any other security  holder
of  Exsorbet  who  possesses  a right to have such  securities  included in such
registration  statement and who timely  exercises such right in connection  with
the  registration  hereunder;  provided  that whenever  Exsorbet  shall effect a
registration  pursuant to this  Agreement  in  connection  with an  underwritten
offering,  if (A) any underwriter  representing APS in such offering advises APS
in writing that, in its opinion, the inclusion of Other Registerable  Securities
would  adversely  affect such  offering and (B) APS shall not have  consented in
writing  to the  inclusion  of  such  Other  Registerable  Securities,  then  no
securities  other than shares of Registerable  Stock shall be included among the
securities  covered by such registration.  A registration  requested pursuant to
this Agreement shall be deemed to have been effected (i) if and

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when a registration  statement filed with the Securities and Exchange Commission
(the  "Commission")  relating  to  the  Registerable  Stock  has  been  declared
effective by the Commission or otherwise has become  effective and  registration
and/or  qualification  under  all  applicable  State  Laws has  been  completed;
provided that a registration  requested  pursuant to this Agreement shall not be
deemed to have been effected if after such  registration  has become  effective,
such registration statement is interfered with by any stop order,  injunction or
other order or  requirement of the  Commission or other  governmental  agency or
court due to  reasons  that are not the fault of APS and/or are not based on any
act or omission of APS, or (ii) if Exsorbet has commenced  preparation of such a
registration  statement  under the Securities Act and such  registration  and/or
qualification  under the State  Laws and such  registration  statement  does not
become effective or such registration  and/or  qualification is not completed in
either  case  by  reason  of the  unreasonable  refusal  to  proceed  or lack of
reasonable  cooperation  of APS,  Exsorbet  shall be deemed to have  effected  a
registration under this Agreement and shall have no further obligation  pursuant
hereto.  If a  requested  registration  pursuant to this  Agreement  involves an
underwritten  offering, the underwriter(s) thereof shall be selected or approved
by APS.  Notwithstanding the foregoing,  APS agrees that for a period of one (1)
year  after the  Effective  Date,  APS will not  request  Exsorbet  (except  for
requests  pursuant  to  subsection  (f) below) to register  more than  1,000,000
shares of  Registerable  Stock and that if APS requests the  registration of any
excess  Registerable  Stock during the one (1) year period,  then  Exsorbet will
have sole  discretion as to whether to allow APS to include in the  registration
any additional Registerable Stock over such 1,000,000 share maximum. However, if
APS requests a registration  in the one (1) year period after the Effective Date
and Exsorbet  declines to allow APS to include all of the shares of Registerable
Stock owned by APS in such registration, then Exsorbet

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will  cause all  remaining  shares  of  Registerable  Stock  owned by APS at the
conclusion  of the one  (1)  year  period  to be  fully  registered  and  freely
tradeable  within  thirty  (30) days  after the  expiration  of the one (1) year
period after the Effective Date. Except for multiple  registrations  required by
the foregoing provisions, or as a result of registrations pursuant to subsection
(f)  below,  Exsorbet  will  not  be  required  to  effect  more  than  one  (1)
registration pursuant to this Agreement.  Furthermore, in the event APS acquires
at least  1,000,000  shares of registered and freely  tradeable  Exsorbet common
stock within the sixty (60) day period immediately following the Effective Date,
then APS will not  request  Exsorbet  to  register  (other  than a  registration
pursuant to subsection (f) below) any  Registerable  Stock before the expiration
of one (1) year after the Effective Date.
                  (c) Except as otherwise prohibited by applicable law, Exsorbet
will pay all fees and  expenses  incurred  by Exsorbet  in  connection  with the
registration of the Registerable Stock; except for any underwriting commissions,
transfer taxes,  and fees and expenses of counsel for APS, if any,  attributable
to the sale of the Registerable Stock, all of which shall be borne by APS.
                  (d) If Exsorbet is required to use its best  efforts to effect
a registration of the Registerable Stock under this Agreement, Exsorbet shall:
                           (i)      promptly prepare and use its best efforts to
file with the Commission (but in no event more than  thirty (30) days after  
receipt of the Request  from APS) a registration  statement,  on such  
appropriate  registration form of the Commission as shall permit the disposition
of the Registerable Stock and any Other Registerable  Securities  in  accordance
with the intended  method(s) of distribution  specified  in the Request for such
registration  and use its best efforts  thereafter  to cause such  registration
statement to become  effective within thirty (30) days after filing;

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      (ii)  prepare and file as soon as reasonably 
practicable with the Commission such amendments and  supplements to such  
registration  statement and the  prospectus used in connection  therewith as may
be necessary to keep such registration  statement effective and such prospectus 
current and to comply with the  provisions of the  Securities  Act with respect 
to the  disposition  of the Registerable  Stock  until  the  earliest  of  (A)  
such  time  as  all  of  the Registerable  Stock has been disposed of in 
accordance with the intended methods of  disposition  by APS, or (B) the 
expiration of the three (3) year period that shall  commence on  the filing of  
the  registration  statement  pursuant  to subparagraph (i) above;
      (iii) furnish to APS such number of copies of preliminary prospectuses and
prospectuses  included in such  registration  statement  and each  amendment and
supplement  thereto as APS may  reasonably  request in order to  facilitate  the
disposition of the Registerable Stock;
      (iv)  use its best efforts to register or qualify the Registerable Stock 
under the State Laws  within  thirty  (30) days  after the filing of the 
registration statement with the Commission and to keep such  registration or 
qualification in effect  for so long as the  registration  statement  filed  
with the  Commission remains in effect as provided in (ii),  above,  provided 
that Exsorbet shall not for any such purpose be required  to qualify generally  
to do  business  as a foreign  corporation  in any  jurisdiction  in which it 
would not  otherwise  be obligated  to be so  qualified,  or to subject  itself 
to  taxation  in any such jurisdiction,  or  to  consent  to  general  service  
of  process in  any  such jurisdiction, or to qualify as a dealer in securities;
      (v)  notify APS, at any time when a prospectus is required to be delivered
by APS under the Securities  Act, upon discovery by Exsorbet that the prospectus
included in such  registration  statement,  as then in effect, or filed with the
Commission pursuant to Rule 424(b),

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includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in light of the circumstances then existing,  whereupon APS shall
suspend  any  offers  or sales of  Registerable  Stock  until  such time as such
prospectus,  as amended or supplemented  from time to time, shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein not misleading in
light of the circumstances then existing; and
         (vi)   furnish, at the request of APS, on the date that such shares are
delivered to the  underwriter  or  underwriters  for sale in  connection  with a
registration  pursuant to this Agreement,  if such shares of Registerable  Stock
are being sold through  underwriters,  (i) an opinion,  dated such date,  of the
counsel representing Exsorbet for the purposes of such registration, in form and
substance as is customarily  given to  underwriters  in an  underwritten  public
offering,  addressed to the underwriters and (ii) a letter dated such date, from
the independent  certified public accountants of Exsorbet, in form and substance
as  is  customarily  given  by  independent   certified  public  accountants  to
underwriters in an underwritten public offering, addressed to the underwriters.
                  (e) APS shall cooperate fully with Exsorbet in connection with
effecting a registration  pursuant to this Agreement,  including but not limited
to  furnishing  such  information  as Exsorbet may from time to time  reasonably
request and as shall be required by law or by the Commission in connection  with
such  registration.  In  connection  with  the  preparation  and  filing  of any
registration  statement  under the  Securities  Act pursuant to this  Agreement,
Exsorbet  will  give  APS,  APS'  underwriters,  if any,  and APS'  counsel  and
accountants,   the  opportunity  to  participate  in  the  preparation  of  such
registration  statement,  each  prospectus  included  therein  or filed with the
Commission, and each amendment thereof or supplement thereto, and will give each
of them

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reasonable access to its books and records and such opportunities to discuss the
business of Exsorbet with its officers and the  independent  public  accountants
who have certified its financial  statements as shall be reasonably necessary to
conduct a reasonable investigation within the meaning of the Securities Act.
                  (f) If Exsorbet at any time (including, without limitation, at
any time during the one (1) year period after the  Effective  Date)  proposes to
register any of its securities for sale to the public for its own account and/or
for the account of any other person,  under the  Securities Act (other than by a
registration  on Form  S-4,  S-8 or any  successor  similar  forms or any  other
Commission form of limited  applicability which would not permit such additional
registration),  and if at such time APS has,  or has the right to  acquire,  any
stock of Exsorbet that could qualify as  Registerable  Stock,  Exsorbet will, at
least sixty (60) days prior to filing the registration  statement,  give written
notice to APS of its intention to do so and,  subject to the provisions  hereof,
permit APS to include in such registration  their  Registerable  Stock. Any such
registration shall be at Exsorbet's expense,  except for underwriter's discounts
or  commissions  or  broker's   commissions,   if  any,   attributable  to  such
Registerable  Stock and except for any other  expenses which APS elects to incur
in  connection  therewith  or is  otherwise  required  to bear  pursuant to this
Agreement. To exercise its rights pursuant to this subsection,  APS must deliver
a Request to Exsorbet in accordance  with the  provisions  of Section 1(a),  and
Exsorbet  will use its  best  efforts  to  effect  the  registration  under  the
Securities Act of all Registerable Stock which Exsorbet has been so requested to
register;  provided  that if,  any  time  after  giving  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,  Exsorbet
shall determine for any reason not to register or to delay  registration of such
securities, Exsorbet may, at its election, give

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written notice of such determination to APS and, thereupon, (i) in the case of a
determination  not to register,  shall be relieved of its obligation to register
any  Registerable  Stock in connection with such  registration,  and (ii) in the
case of a  determination  to  delay  registering  shall  be  permitted  to delay
registering any Registerable Stock being registered  pursuant to this subsection
for the same period as the delay in registering such other securities.

         If a registration  pursuant to this subsection involves an underwritten
offering  of the  securities  so being  registered  for sale for the  account of
Exsorbet,  to be distributed by or through one or more underwriters,  whether or
not the Registerable  Stock so requested to be registered for sale is also to be
included in such  underwritten  offering,  and the managing  underwriter of such
underwritten  offering informs Exsorbet in writing of its belief that the number
of securities  requested to be included in such registration  exceeds the number
which can be sold in (or during) the time of such  offering,  then  Exsorbet may
include in such offering all securities  proposed by Exsorbet to be sold for its
own  account;  and  Exsorbet  shall only be required to use its best  efforts to
include  Registerable  Stock in such  registration on a pro rata basis (based on
the number of shares of  securities  held by all persons who have a  contractual
right to have their  securities  included in the proposed  registration  and who
make  a  written   request  for  inclusion  of  their  shares  in  the  proposed
registration) to the extent possible such that the total number of securities to
be included does not exceed the level  recommended by the managing  underwriter.
The obligations of Exsorbet described in subparagraphs  (iii) and (v) of Section
1(d) shall apply to any  registration  under this  Section  1(f) which  includes
Registerable  Stock.  Furthermore,  the  provision in Section 1(b) that Exsorbet
shall not be required

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to  effect a  registration  prior to the  expiration  of one (1) year  after the
Effective  Date,  shall not apply to any  registration  pursuant to this Section
1(f).
                  (g) In connection with any  registration or  qualification  of
the  Registerable  Stock under this Agreement:  (i) Exsorbet shall indemnify and
hold  harmless APS and each  underwriter  thereof,  including but not limited to
each person, if any, who controls APS or such underwriter  within the meaning of
Section  15  of  the  Securities  Act,  against  all  losses,  claims,  damages,
liabilities  and  expenses  (including  but not limited to  reasonable  expenses
incurred in  investigation,  preparing and defending against any claim) to which
such APS,  underwriters  or  controlling  persons may become  subject  under the
Securities  Act, the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  or otherwise,  insofar as the same arise out of or are based upon or are
caused by any untrue  statement or alleged  untrue  statement of a material fact
contained  in  any   registration   statement  or  prospectus   (as  amended  or
supplemented  if Exsorbet  shall have  furnished any  amendments or  supplements
thereto)  furnished  pursuant to this Agreement or insofar as the same arise out
of or are based upon or are caused by any 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 insofar as the same arise out of or are
based upon any violation by Exsorbet of the  Securities  Act or the Exchange Act
or any  rule or  regulation  thereunder;  except  that the  foregoing  indemnity
obligations shall not apply insofar as such losses, claims, damages, liabilities
or expenses arise out of or are based upon or are caused by any untrue statement
or  alleged  untrue  statement  or  omission  or  alleged  omission  based  upon
information  furnished in writing by or on behalf of APS or any such underwriter
or  control  person,  or arise out of or are  based  upon any  violation  of the
Securities Act, Exchange Act or any rule or regulation  thereunder by APS or any
such underwriter or control person,

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and (ii) APS shall  indemnify  Exsorbet,  its  affiliates  and their  respective
officers,  directors  and  control  persons  against  all such  losses,  claims,
damages,  liabilities  and  expenses  (including  but not limited to  reasonable
expenses incurred in  investigating,  preparing and defending against any claim)
insofar  as the same  arise out of or are based  upon or are  caused by any such
untrue  statement or alleged  untrue  statement or any such  omission or alleged
omission based upon  information  furnished in writing by or on behalf of APS or
any such  underwriter  or  control  person or arise out of or are based upon any
violation  of  the  Securities  Act,  Exchange  Act or any  rule  or  regulation
thereunder by APS or any such underwriter or control person; provided,  however,
that the  liability of APS  hereunder  shall be limited to the lesser of (i) the
net  proceeds,  if any,  received  by APS upon  sale of the  Registerable  Stock
pursuant to any registration  effected hereunder,  or (ii) the proportion of any
such loss, claim, damage,  liability or expense which is equal to the proportion
that the public offering price of shares of Registerable Stock sold by APS under
such  registration  statement  bears to the total public  offering  price of all
securities sold thereunder.

                  Promptly  upon  receipt  by a  party  indemnified  under  this
Agreement of notice of the  commencement of any action against such  indemnified
party with respect to which indemnity or reimbursement may be sought against any
indemnifying party under this Agreement, such indemnified party shall notify the
indemnifying  party in  writing  of the  commencement  of such  action,  but the
failure  so to  notify  the  indemnifying  party  shall  not  relieve  it of any
liability which it may have to any  indemnified  party otherwise than under this
Agreement unless such failure shall  materially  adversely affect the defense of
such action. In case notice of commencement of any such action shall be given to
the indemnifying party as above provided, the indemnifying party shall be

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entitled  to  participate  in and, to the extent it may wish,  jointly  with any
other  indemnifying  party  similarly  notified,  to assume the  defense of such
action at its own expense, with counsel chosen by it and reasonably satisfactory
to such indemnified  party. The indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof,  but
the fees and expenses of such counsel (other than reasonable  expenses  incurred
in  investigating,  preparing and defending  against any claim) shall be paid by
the indemnified party unless (a) the indemnifying  party agrees to pay the same,
(b) the  indemnifying  party  fails to assume the  defense of such  action  with
counsel  reasonably  satisfactory  to the  indemnified  party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such  indemnified  party),  or (c) the  named  parties  to any such
action (including any impleaded  parties) have been advised by such counsel that
representation of such indemnified party and the indemnifying  party by the same
counsel  would be  inappropriate  under  applicable  standards  of  professional
conduct (in which case the indemnifying party shall not have the right to assume
the defense of such action on behalf of such  indemnified  party).  In the event
that  either  of the  circumstances  described  in  clauses  (b)  and (c) of the
immediately preceding sentence shall occur, the indemnified party shall have the
right to  select a  separate  counsel  and to  assume  such  legal  defense  and
otherwise to  participate  in the defense of any 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.  No
indemnifying  party shall be liable for any settlement  entered into without its
consent.
                  (h) With a view to making  available  the  benefits of certain
rules and regulations of the Commission  which may permit the sale of the shares
of Registerable Stock to the public without registration, Exsorbet agrees to (i)
make and keep, at all times, public information available

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as those terms are understood and defined in Rule 144 under the Securities  Act,
(ii) use its  diligent  best  efforts  to file with the  Commission  in a timely
manner all reports and other documents required of Exsorbet under the Securities
Act and the  Securities  Exchange Act of 1934, as amended,  at any time after it
has become  subject to such  reporting  requirements,  and (iii) furnish to APS,
upon request, a written statement as to Exsorbet's compliance with the reporting
requirements  of Rule 144 and a copy of the most  recent  annual  and  quarterly
report of  Exsorbet,  and such other  reports and  documents so filed as APS may
reasonably  request  in  availing  itself  of  any  rule  or  regulation  of the
Commission allowing it to sell any such securities without registration.

     2. Representations and Warranties. Exsorbet represents and warrants to APS 
as follows:      
                 (a) Exsorbet is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Idaho and has full corporate
power and authority  to carry  on its  business  as now  conducted  and to enter
into and perform this  Agreement.  This  Agreement has been duly and validly  
authorized, executed  and  delivered  by  Exsorbet  and  constitutes  the valid 
and  binding obligation of Exsorbet enforceable against it in accordance with 
its terms.
                  (b) The  1,200,000  initial  shares of Exsorbet  common  stock
purchased  by APS,  and any  other  common  stock of  Exsorbet  issued to APS by
Exsorbet pursuant to the Warrant or this Agreement,  when issued, will have been
duly and validly authorized and issued, will be fully paid and nonassessable and
will not have been issued in violation of the preemptive rights of any person or
applicable federal or state securities laws.
                  (c) There is only one class of common stock of Exsorbet 
outstanding and such stock trades on the Nasdaq Stock Market, Inc. SmallCap 
Market under the symbol "EXSO."

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                  (d)  Exsorbet has made  available to APS copies of  Exsorbet's
annual  report  on Form  10-K for the year  ended  December  31,  1995,  and its
quarterly  reports  on Form  10-Q  (or Form  10-Q/A  where  applicable)  for the
quarters  ended March 31, 1996 and June 30, 1996,  (collectively,  the "Periodic
Reports"), in the form filed with the Commission pursuant to the requirements of
the Exchange Act. At the time of filing, the Periodic Reports were appropriately
responsive to the  requirements of the Exchange Act, were complete and proper in
form and did not contain an untrue  statement  of a fact or omit to state a fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the  circumstances  under which they were made, not  misleading.  Since
June 30, 1996, and through the date of this Agreement,  no event has occurred as
a consequence of which Exsorbet would be required to file, on or before the date
of this Agreement,  a current report on Form 8-K pursuant to the requirements of
the Exchange Act.

         3.       Other Agreements.
                  (a) Exsorbet agrees to reimburse APS for APS' legal fees up to
$10,000, plus travel and other out-of-pocket  expenses incurred by legal counsel
for APS in connection with the transactions  contemplated by this Agreement, the
Warrant  and the  Options  and in  connection  with  the loan  evidenced  by the
Security  Documents.  Such  amount  shall  be  payable  upon  execution  of this
Agreement.
                  (b) APS agrees to hold 1,000,000 of the shares of common stock
of  Exsorbet  initially  purchased  by APS for at least  one (1) year  after the
Effective  Date;  except  that APS may sell such  shares  prior to such time (i)
pursuant to the Stock Put, and/or (ii) pursuant to a registration of such shares
as contemplated by this Agreement. Furthermore, in the event APS desires to sell

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more than 20,000 shares of Exsorbet  common stock for cash on any particular day
(other  then  pursuant  to a  registration  statement  in  effect  with  respect
thereto),  then APS will give Exsorbet five (5) days advance  written  notice of
such  intention,  specifying the price,  or other pricing  methodology,  and any
other terms and conditions of such sale, and Exsorbet shall be entitled,  during
such five (5) day  period to elect to  purchase  such stock from APS on the same
terms and  conditions,  provided  such  purchase by Exsorbet  must be  concluded
within three (3) days of  exercising  the  election;  provided  the  restriction
contained  in  this  sentence  shall  not  apply  to  APS  unless  all  Exsorbet
shareholders  owning five percent (5%) or more of Exsorbet common stock agree to
be bound in writing by the same restrictions.
                  (c) Exsorbet agrees to cause one (1) individual  designated by
APS to be appointed to Exsorbet's Board of Directors promptly after the October,
1996 Exsorbet  shareholder  meeting, and to nominate and use its best efforts to
cause the Exsorbet  shareholders to elect and thereafter  maintain a designee of
APS as an Exsorbet Board member for the period  designated  below.  In the event
APS acquires  fifty  percent (50%) of the  aggregate  shares of Exsorbet  common
stock APS is  entitled to  purchase  under the  Warrant and Options  pursuant to
exercise of the Warrant and/or any of the Options, then APS shall be entitled to
designate a second  individual  to serve on the Board of  Directors of Exsorbet,
and Exsorbet  agrees to cause such person to be promptly  appointed to its Board
of  Directors  and to nominate  and use its best  efforts to cause the  Exsorbet
shareholders to elect and thereafter  maintain such second designee in place for
the  period  specified  below.  Once  APS has the  right to  designate  a second
Exsorbet Board member,  in the event the size of the Exsorbet Board of Directors
is increased or otherwise  becomes larger then ten directors,  then APS shall be
entitled to designate a third  individual  to serve on the Board of Directors of
Exsorbet, and

                                       15

<PAGE>



Exsorbet shall cause such person to be promptly appointed and shall nominate and
use its best efforts to cause the Exsorbet  shareholders to elect and thereafter
maintain a third APS  designee on the Board of Directors  for the period  stated
below. The foregoing provisions related to the designation by APS of individuals
to serve on the Board of Directors  of Exsorbet  shall remain in place until APS
(together with its subsidiaries and affiliates) owns less than five percent (5%)
of the issued and  outstanding  common stock of Exsorbet,  and thereafter in the
event APS  exercises  its rights  under the Stock Put until APS has been paid in
full all  amounts  due APS upon sale of the stock to  Exsorbet  pursuant  to the
Stock Put.  All APS  designees  to the Board of  Directors  of  Exsorbet  may be
changed from time to time by written notice of APS to Exsorbet.  Exsorbet agrees
to cause such new  designees  to be elected to its Board of  Directors  promptly
upon receipt of such notice.  Each individual  designated by APS to serve on the
Board of Directors of Exsorbet  shall be the  beneficiary of at least $3 million
of director and officer  insurance  coverage  maintained by Exsorbet (subject to
reasonable  deductibles,  which  deductibles  shall  be  paid by  Exsorbet)  and
otherwise reasonably acceptable to APS. Exsorbet further agrees that, as long as
APS has the right to designate any Exsorbet  directors,  Exsorbet will take such
steps as may be necessary to cause its articles of  incorporation  and bylaws to
contain  indemnity  provisions in favor of such  directors to the maximum extent
allowed by applicable law.
                  (d) Exsorbet agrees to consult with APS concerning the form of
any and all press  releases  related  to the  transactions  contemplated  by the
purchase of the 1,200,000 shares of Exsorbet common stock,  this Agreement,  the
exercise  of the Stock  Put,  the  Warrant  and/or any of the  Options,  and the
acquisition  of 7-7,  Inc.,  and to  obtain  the  approval  of APS  prior to the
dissemination thereof, which approval shall not be unreasonably withheld.

                                       16

<PAGE>



                  (e) In the event  that,  at any time  during a period of three
(3)  years  after  the  Effective  Date,  Exsorbet  proposes  to  engage  in any
transaction that involves the issuance of additional Exsorbet equity securities,
options  or other  rights  to  acquire  Exsorbet  equity  securities,  or rights
convertible  into any Exsorbet equity  securities,  or proposes to engage in any
other non-equity related transaction that involves amounts in excess of $100,000
(all the foregoing are collectively  referred to as "Target  Transactions"),  in
which any  person or entity  who owns five  percent  (5%) or more of  Exsorbet's
outstanding common stock ("Major  Shareholders") is to be a participant,  or has
the right to participate, APS shall have a right of first refusal to participate
in any such  transaction  on the same  basis and terms as the  applicable  Major
Shareholder(s).  Exsorbet  agrees to give APS sixty  (60) days  advance  written
notice of any proposed Target  Transaction,  including a full description of the
terms and conditions  thereof,  and to make  available  such  information as APS
shall reasonably request in connection with reaching a decision as to whether to
exercise APS' right of first  refusal.  To exercise its right of first  refusal,
APS must notify  Exsorbet in writing prior to the  expiration of such sixty (60)
day period and, if it exercises such right,  shall be entitled to participate in
the Target  Transaction on the same terms and conditions as the applicable Major
Shareholder(s). In the event there are substantial modifications to the proposed
terms of any such Target  Transaction  during  such sixty (60) day  period,  APS
shall  be  entitled  to a new  notice  and  sixty  (60) day  period  in which to
determine to exercise its right of first refusal.  Furthermore,  Exsorbet agrees
to cause all Exsorbet shareholders who are also directors of Exsorbet, as of the
Effective  Date,  or  thereafter,  to execute and deliver to APS an agreement in
form and  substance  acceptable  to APS,  to vote  their  shares in favor of the
election of APS designees to the Exsorbet Board of Directors as  contemplated in
subsection (c) above.

                                       17

<PAGE>



                  (f) In the event  any  shareholder  defaults  under any of the
Options  and APS is unable,  within  thirty (30) days of such  default  (without
recourse to litigation),  to acquire the Exsorbet common stock subject to any of
such  Options,  then Exsorbet will sell to APS such number of shares of Exsorbet
common stock,  at the exercise  price stated in the  applicable  Option,  as APS
would have been able to purchase under the Options in default.
                  (g) For a period of sixty (60) days after the Effective  Date,
APS shall be  entitled to full access to the books,  records and  management  of
Exsorbet and its subsidiaries, during reasonable business hours, to afford APS a
full  opportunity to perform a due diligence review with regard to the business,
financial and legal affairs of Exsorbet.
                  (h) APS acknowledges and agrees that Exsorbet has disclosed to
APS that Exsorbet is considering a merger into a Delaware  corporation,  whereby
the Delaware  corporation  will be the  surviving  corporation,  and which would
result in the change of the name Exsorbet to  "Consolidated  Eco-Systems,  Inc."
For all  purposes  of this  Agreement  the term  "Exsorbet"  shall refer to such
surviving successor corporation in the event that such merger and/or name change
is consummated,  and all terms and provisions of this  Agreement,  including all
terms  providing  for  receipt  of  Exsorbet  common  stock and other  terms and
conditions  shall  apply  with  regard  to such  proposed  merger.  APS shall be
entitled to cause the surviving  corporation after any such merger to re-execute
documents  evidencing the Stock Put, any or all of the Security  Documents,  the
Warrant  and  this  Agreement  in the  name of the  successor  corporation,  but
otherwise to be identical in terms to the terms of the original agreements.
                  (i) In the event  APS  purchases  any  Exsorbet  common  stock
during the sixty (60) day period immediately following the Effective Date, other
than the initial 1,200,000 shares

                                       18

<PAGE>



purchased  as  described  in the  recitals  hereto and other than any  purchases
through  exercise of the Warrant or any of the Options,  at a per share price of
$2.75 or less ("Other Purchased Stock"), then APS will not exercise its right to
purchase,  under the Options, the number of shares equal to the number of shares
of Other  Purchased  Stock it acquired  during  such sixty (60) day period.  The
foregoing  shall not in any way limit APS' ability to exercise all of its rights
under and pursuant to the Warrant.

         4. Remedies. This Agreement may be enforced at either law or in equity,
including, but not limited to, injunctive relief. In case any one or more of the
provisions  of this  Agreement  shall,  for any  reason,  be held to be invalid,
illegal or  unenforceable  in any respect,  any other  provision  hereof in this
Agreement  shall be  construed as if such  invalid,  illegal,  or  unenforceable
provision  had  never  been   contained   herein.   Such  invalid,   illegal  or
unenforceable  provisions  shall be given  effect  to the  maximum  extent  then
permitted by law. Exsorbet shall be deemed to be in default under this Agreement
if there is a default (which is not cured after any required  notices of default
and opportunity to cure) under the Warrant or any of the Security Documents.

         5. Governing Law and Venue.  This  Agreement  shall be governed by, and
construed  and  enforced  in  accordance  with,  the laws of the  State of Texas
(except  the laws of that  jurisdiction  that would  render  such  choice of law
ineffective).  Venue for any action  relating to this Agreement  shall be proper
only in Texas.


                                       19

<PAGE>



         6.       Counterparts.  This Agreement may be executed simultaneously 
in one or more counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same instrument.

         7.  Inurement.  This Agreement shall be binding upon the parties hereto
and their  respective  heirs,  legal  representatives,  successors and permitted
assigns.  This Agreement shall not be assignable by any party hereto without the
express  written  consent of the other party hereto in each  instance;  provided
that upon written notice to Exsorbet,  APS may assign its rights and obligations
under this Agreement to any affiliate or subsidiary of APS.

         8.  Reservation  of  Shares.  Exsorbet  shall at all  times  until  the
expiration of the rights provided under the Warrant and the Options, reserve for
issuance and delivery the number of shares of Exsorbet  common stock as shall be
required for issuance and delivery pursuant to the Warrant and this Agreement.

         9.  Notices.  Any notices  required or permitted to be given under 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  pre-paid to the
relevant party at its address indicated below:
         APS:                       American Physicians Service Group, Inc.
                   1301 Capital of Texas Highway, Suite C-300

                                       20

<PAGE>



                                    Austin, Texas 78746-6550
                                    Attn: President

         Exsorbet:                  Exsorbet Industries, Inc.
                                    1401 South Waldron, Suite 201
                                    Fort Smith, Arkansas 72903
                                    Attn: Charles E. Chunn, Jr.
Each party may change its  address  for  purposes  of this  Agreement  by proper
notice to the other party.


                                       21

<PAGE>


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

         EXSORBET:                                 EXSORBET INDUSTRIES, INC.



                                                    By:

                                                    Printed Name:

                                                    Title:


         APS:                                       AMERICAN PHYSICIANS SERVICE
                                                      GROUP, INC.



                                                    By:

                                                    Printed Name:

                                                    Title:




                                       22