Exhibit 10.76

                                 LOAN AGREEMENT

         This Loan  Agreement (this  "Agreement") is entered into as of the 16th
day of June,  1999,  by and between APS  Consulting, Inc., a Texas corporation,
and APSC, Inc., a Delaware corporation.

                                  DEFINITIONS:

                                   -----------

EFFECTIVE DATE:                June 16, 1999

BORROWER:                      APS Consulting, Inc., a Texas corporation

BORROWER'S ADDRESS:            1301 Capital of Texas Highway, Suite C-100,
                               Austin, Texas  78746, Fax:  (512) 314-4559

LENDER:                        APSC, Inc., a Delaware corporation

LENDER'S ADDRESS:              1301 Capital of Texas Highway, Suite C-300,
                               Austin, Texas  78746, Fax:  (512) 314-4398

NOTE:  Promissory Note (Line of Credit) extending the Maximum Principal Amount
(as defined herein), dated June 16,  1999,  executed by Borrower, and payable to
the order of Lender as provided therein (the "Note")

COLLATERAL: The following described personal property: All of Borrower's assets,
including  without  limitation  all accounts,  chattel paper,  contract  rights,
equipment, inventory, fixtures, general intangibles, and investment property, as
more particularly  described in Exhibit "A" attached to and incorporated  herein
by reference.

LOAN DOCUMENTS:  This Agreement,  the Note, the Security Agreement and all other
documents,  agreements,  and instruments now or hereafter existing,  evidencing,
securing,   or  otherwise  relating  to  this  Agreement  and  any  transactions
contemplated by this Agreement, as any of the foregoing items may be modified or
supplemented from time to time.

INDEBTEDNESS:  All present and future indebtedness,  obligations and liabilities
of Borrower to Lender, and all renewals,  extensions and modifications  thereof,
arising pursuant to any of the Loan Documents and all interest accruing thereon,
and all other fees, costs,  expenses,  charges and attorneys' fees payable,  and
covenants  performable,  under  any of the  Loan  Documents  (including  without
limitation this Agreement).

                                   Agreement:

                                    ---------

         Borrower has requested from Lender the credit accommodations  described
below, and Lender has agreed to provide such credit  accommodations  to Borrower
on the terms and conditions contained herein.  Therefore,  for good and valuable
consideration,  the  receipt  and  sufficiency  of  which  Lender  and  Borrower
acknowledge, Lender and Borrower hereby agree as follows:

<PAGE>

                                    ARTICLE I

                                    THE LOANS

         1.1 THE LOANs.  Lender agrees to lend and Borrower  agrees to borrow an
amount not to exceed the Maximum Principal Amount (the "Loans") on the terms and
conditions set forth herein. The Loans will be evidenced by the Note.

         1.2  SECURITY.  Borrower  will  grant to  Lender  a lien  and  security
interest in the Collateral and agrees to do all things  necessary to perfect the
liens and security interests of Lender in such Collateral.

                                   ARTICLE II

                   DESCRIPTION OF CREDIT FACILITIES; ADVANCES

         2.1 MAXIMUM  PRINCIPAL AMOUNT.  The maximum aggregate  principal amount
(the  "Maximum  Principal  Amount")  of credit  extended  by Lender to  Borrower
hereunder that will be outstanding at any time is the lesser of (i) $500,000, or
(ii) the Borrowing Base (as defined herein).  The borrowing base (the "Borrowing
Base")  equals  ninety  percent  (90%)  of  the  value  of  Qualified  Accounts.
"Qualified  Account"  means any right of Borrower  to receive  payment for goods
sold or  leased or  services  rendered  in the  ordinary  course  of  Borrower's
business, but only if such right (i) is less than 90 days old, (ii) has not been
sold to any other  person or entity and Borrower has not agreed to any such sale
and (iii) has not previously  been deemed by Lender (in its sole  discretion) to
be ineligible for consideration as a Qualified Account.

         2.2  REVOLVING  LINE OF  CREDIT.  Subject to and in  reliance  upon the
terms, conditions,  representations and warranties hereinafter set forth, Lender
agrees to make advances (an  "Advance") to Borrower from time to time during the
period from the date hereof to and including July 1, 2000  ("Maturity  Date") in
an aggregate amount not to exceed the Maximum Principal Amount of the Note. Each
Advance must be either $10,000 or a higher integral  multiple of $10,000.  Funds
borrowed and repaid may be reborrowed,  so long as all  conditions  precedent to
Advances are met. In addition to providing funds to Borrower for working capital
and for other general business purposes of Borrower,  one of the purposes of the
Loans is to enable  Borrower  to fully pay,  and  obtain (in form and  substance
satisfactory  to  Lender)  a  release  and  discharge  of (the  "Access  Capital
Release"),  any  and all  liabilities,  obligations,  debts,  claims  and  liens
(collectively,  the "Access Capital Claims") owed by Borrower to Access Capital,
Inc., a New York corporation ("Access Capital"),  including, without limitation,
all obligations under that certain factoring agreement,  as amended, dated as of
February 11, 1998,  by and between  Access  Capital and Borrower  (formerly  Eco
Acquisition,  Inc. d/b/a Eco-Systems,  Inc.), and any replacements  thereof (the
"Factoring Agreement").  Accordingly, and notwithstanding anything herein to the
contrary,  Lender  may,  in its  sole  discretion,  refuse  to make  one or more
Advances hereunder unless and until all Access Capital Claims are fully paid and
Borrower has delivered to Lender the Access Capital Release.

         2.3 Interest and  Repayment.  Borrower  shall pay the aggregate  unpaid
principal amount of all Advances in accordance with the terms of the Note, which
shall evidence the  indebtedness  resulting from such Advances.  Interest on the
Advances  shall be due and  payable  in the manner and at the times set forth in
the Note, with final maturity of the Note being on or before July 1, 2000.

         2.4 MAKING  ADVANCES.  Each  Advance  shall be made within two business
days of written notice (or telephonic notice confirmed in writing) given by noon
(Austin,  Texas  time)  on a  business  day of  Lender  by  Borrower  to  Lender
specifying  the amount and date thereof (which may be the same business day) and
if sent by wired  funds,  at Lender's  option,  the wiring  instructions  of the
deposit account of Borrower to which such Advance is to be deposited. All or a

<PAGE>

portion of the legal and accounting costs and expenses incurred by Lender or its
affiliates in connection with the preparation,  negotiation and entering into of
the Loan Documents may, at the sole election of Lender, be considered an advance
by Lender under this Note.

         2.5  PAYMENTS  AND  COMPUTATIONS.  Borrower  shall  make  each  payment
hereunder  and under the Note on the day when due in lawful  money of the United
States of America to Lender at Lender's Address for payment in same day funds or
other payment  method  acceptable to Lender.  All repayments of principal on the
Note shall be in a minimum amount of $10,000,  or a higher integral  multiple of
$10,000.  All  computations  of interest shall be made by Lender on the basis of
the actual number of days  (including  the first day but excluding the last day)
in the year (365 or 366, as the case may be) elapsed,  but in no event shall any
such  computation  result in an amount of interest that would cause the interest
contracted for, charged or received by Lender to be in excess of the amount that
would be payable at the Highest Lawful Rate, as herein defined.

                                   ARTICLE III

                             CONDITIONS TO ADVANCES

         3.1 Condition Precedent to Initial Advance. The obligation of Lender to
make its initial Advance is subject to the condition precedent that Lender shall
have received on or before the day of such Advance the  following,  each in form
and substance  satisfactory to Lender and properly executed by Borrower or other
appropriate  parties:  (a) the Note duly executed by Borrower;  (b) the Security
Agreement  covering  the  Collateral  and  all  necessary  financing  statements
covering the Collateral;  and (c) such other documents,  opinions,  certificates
and evidences as Lender may reasonably request.

         3.2 CONDITIONS PRECEDENT TO EACH ADVANCE. In addition to the conditions
precedent  stated  elsewhere  herein,  Lender shall not be obligated to make any
Advance unless: (a) the representations  and warranties  contained in Article IV
are true and  correct  in all  material  respects  on and as of the date of such
Advance as though made on and as of such date;  (b) on the date of the  Advance,
no Event of  Default,  and no event  which,  with the lapse of time or notice or
both, could become an Event of Default, has occurred;  (c) there shall have been
no material adverse change, as determined by Lender in its reasonable  judgment,
in the  financial  condition  or  business of  Borrower;  (d) the sum of (i) the
aggregate  principal  amount  outstanding  under  this  Agreement  plus (ii) the
requested  Advance,  does not exceed the Maximum  Principal  Amount;  (e) Lender
shall  have  received  an  aged  accounts  receivable  report  of  all  accounts
receivable  of the  Borrower;  (f) if  requested by Lender,  all Access  Capital
Claims shall have been fully paid,  and (if  requested  by Lender)  Lender shall
have received,  the Access Capital Release, (g) Lender has been fully reimbursed
for all of its legal and  accounting  costs and expenses  incurred in connection
with the  preparation,  negotiation  and entering into of the Loan Documents (or
has elected,  in its sole  discretion,  to consider  any unpaid  portion of such
amounts an Advance under this Agreement) and (h) Lender shall have received such
other approvals,  opinions,  documents,  certificates or evidences as Lender may
reasonably  request (in form and substance  reasonably  satisfactory to Lender).
Each request for an Advance  shall be deemed a  representation  by Borrower that
the conditions of this Section 3.2 have been met.

                                   ARTICLE IV

                    BORROWER'S REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants to Lender as follows:

         4.1  GOOD  STANDING.  Borrower  is  a  duly  formed  corporation,  duly
organized and in good standing, under the laws of Texas and has the power to own
its property and to carry on its business in each jurisdiction in which Borrower
operates.

<PAGE>

         4.2 AUTHORITY AND COMPLIANCE.  Borrower has full power and authority to
enter into this  Agreement,  to make the  borrowing  hereunder,  to execute  and
deliver the Note and to incur the indebtedness described in this Agreement,  all
of which has been duly authorized by all proper and necessary  corporate action.
No further  consent  or  approval  of any  public  authority  is  required  as a
condition  to the  validity of this  Agreement  or the Note,  and Borrower is in
compliance with all laws and regulatory requirements to which it is subject.

         4.3 BINDING  AGREEMENT.  This Agreement  constitutes,  and the Note and
other  Loan  Documents  when  issued  and  delivered  pursuant  hereto for value
received will constitute,  valid and legally binding  obligations of Borrower in
accordance with their terms.

         4.4 LITIGATION.  There are no proceedings  pending or, to the knowledge
of Borrower,  threatened before any court or administrative agency which will or
may have a material  adverse effect on the financial  condition or operations of
Borrower or any  subsidiary,  except as disclosed to Lender in writing  prior to
the date of this Agreement.

         4.5 NO  CONFLICTING  AGREEMENTS.  There are no charter,  bylaw or stock
provisions of Borrower and no provisions  of any existing  agreement,  mortgage,
indenture or contract binding on Borrower or affecting its property, which would
conflict with or in any way prevent the execution,  delivery, or carrying out of
the terms of this Agreement and the Note.

         4.6 OWNERSHIP OF ASSETS. Borrower has good title to the Collateral, and
the  Collateral  is owned  free and  clear of liens  except as  provided  in the
Security  Agreement.  Borrower will at all times maintain its tangible property,
real and personal, in good order and repair taking into consideration reasonable
wear and tear.

         4.7 TAXES. All income taxes and other taxes due and payable through the
date of this Agreement have been paid prior to becoming delinquent.

         4.8      PLACE OF BUSINESS.  Borrower's principal place of business is
in Austin, Travis County, Texas.

         4.9 LEASES. Borrower is not the lessee of any real or personal property
except as has been  disclosed  in writing to Lender in Exhibit  "B"  attached to
this Agreement.

                                    ARTICLE V

                        BORROWER'S AFFIRMATIVE COVENANTS

         So long as Borrower may borrow under this  Agreement  and until payment
in full of the  Note  and  performance  of all  other  obligations  of  Borrower
hereunder, Borrower will:

         5.1 SPECIFIED USE OF ADVANCE.  If requested by Lender prior to Lender's
making any  Advance,  promptly use the proceeds of such Advance for full payment
of all Access  Capital  Claims,  and promptly  following such payment obtain and
deliver to Lender the Access Capital Release.

         5.2 FINANCIAL STATEMENTS.  Maintain a system of accounting satisfactory
to Lender  and in  accordance  with  generally  accepted  accounting  principles
consistently   applied,   and  will  permit  Lender's   officers  or  authorized
representatives  to visit and  inspect  Borrower's  books of  account  and other
records at such reasonable times and as often as Lender may desire during office
hours and after reasonable notice to Borrower,  and will pay the reasonable fees
and disbursements of any accountants or other agents of Lender selected by

<PAGE>

Lender for the foregoing purposes.  Unless written notice of another location is
given to Lender,  Borrower's  books and  records  will be located at  Borrower's
Address.

                  (a) Furnish to Lender year end financial statements to include
         a balance sheet and statement of profit and loss,  within 60 days after
         the end of each annual accounting period.

                  (b) Furnish to Lender monthly financial statements prepared in
         the ordinary course of Borrower's business,  to include a balance sheet
         and profit and loss  statement,  within 30 days of the end of each such
         accounting period.

                  (c) With each balance sheet delivered under subsections (a) or
         (b) of this Section 5.1, an aging of all Accounts Receivable.

                  (d) Promptly provide Lender with such additional  information,
         reports or statements  respecting its business operations and financial
         condition as Lender may reasonably request from time to time.

         5.3 INSURANCE.  Maintain insurance with responsible insurance companies
on  such of its  properties,  in such  amounts  and  against  such  risks  as is
customarily  maintained by similar  businesses  operating in the same  vicinity,
specifically  to  include  a policy  of fire  and  extended  coverage  insurance
covering all assets, and liability insurance,  all to be with such companies and
in such amounts  satisfactory  to Lender and to contain a mortgage clause naming
Lender as its interest may appear.  Evidence of such  insurance will be supplied
to Lender.

         5.4 EXISTENCE AND COMPLIANCE.  Maintain its corporate existence in good
standing and comply with all laws,  regulations  and  governmental  requirements
applicable  to  it  or  to  any  of  its  property,   business   operations  and
transactions.  Borrower  further  agrees to provide  Lender  with  copies of all
instruments filed with the Texas Secretary of State amending and/or renewing its
articles of incorporation.

         5.5 Adverse Conditions or Events.  Promptly advise Lender in writing of
any  condition,  event or act which comes to its  attention  that would or might
materially affect Borrower's financial  condition,  Lender's rights in or to the
Collateral  under this  Agreement or the loan  documents,  and of any litigation
filed against Borrower.

         5.6      TAXES.  Pay all taxes as they become due and payable.

         5.7  MAINTENANCE.  Maintain  all  of  its  tangible  property  in  good
condition and repair,  reasonable wear and tear excepted, and make all necessary
replacements  thereof,  and  preserve and  maintain  all  licenses,  privileges,
franchises,  certificates  and  the  like  necessary  for the  operation  of its
business.

         5.8      BILLING OF QUALIFIED  ACCOUNTS.  Take all  necessary  steps to
have printed on each invoice  including or  reflecting amounts that are or have
been  included in a Qualified Account a clear statement that  payment of the
invoiced  amount is to be sent directly to Lender's address set forth herein,
Attention: Chief Accounting Officer.

<PAGE>

                                   ARTICLE VI

                          BORROWER'S NEGATIVE COVENANTS

         So long as Borrower may borrow under this  Agreement  and until payment
in full of the  Note  and  performance  of all  other  obligations  of  Borrower
hereunder, Borrower will not, without the prior written consent of Lender:

         6.1  TRANSFER  OF ASSETS.  Enter into any merger or  consolidation,  or
sell,  lease,  assign,  or otherwise dispose of or transfer any assets except in
the normal course of its business.

         6.2 CHANGE IN OWNERSHIP OR STRUCTURE.  Dissolve or liquidate;  become a
party to any merger or consolidation;  reorganize as a professional corporation;
acquire by purchase,  lease or otherwise all or substantially  all of the assets
or capital stock of any corporation or other entity; or sell,  transfer,  lease,
or otherwise dispose of all or any substantial part of its property or assets or
business.

         6.3 LIENS. From and after the date hereof,  knowingly grant, suffer, or
permit liens on or security  interests in Borrower's assets, or fail to promptly
pay all lawful claims, whether for labor,  materials,  or otherwise,  except for
purchase money security interests arising in the ordinary course of business.

         6.4 LOANS.  Make any loans,  advances or investments to or in any joint
venture,  corporation or other entity, except for the purchase of obligations of
Lender or U.S.  Government  obligations  or the  purchase  of  federally-insured
certificates of deposit.

         6.5  BORROWINGS.  Except as  reflected in the  Security  Agreement  and
herein and except for  borrowing or incurring any  indebtedness  or granting any
collateral or security (by way of guaranty or otherwise) for any indebtedness or
obligation,  with respect to open accounts payable to unaffiliated third parties
in the ordinary course of Borrower's business;  create, incur, assume, or become
liable in any manner for any indebtedness (for borrowed money,  deferred payment
for the purchase of assets,  lease payments,  as surety or guarantor of the debt
of  another,  or  otherwise)  other than to Lender in excess of $25,000  without
Lender's prior written consent.

         6.6  VIOLATE  OTHER  COVENANTS.  Violate  or fail to  comply  with  any
covenants  or  agreements  regarding  other  debt  which  will or would with the
passage  of time or upon  demand  cause the  maturity  of any  other  debt to be
accelerated.

         6.7 DIVIDENDS.  Declare any dividends (other than dividends  payable in
capital stock of Borrower) on any shares of any class of its capital  stock,  or
apply  any of its  property  or  assets  to the  purchase,  redemption  or other
retirement of any shares of any class of capital stock of Borrower or in any way
amend its capital structure.

         6.8     EXECUTIVE PERSONNEL. Substantially change its present executive
or management personnel.


         6.9 CHARACTER OF BUSINESS.  Change the general character of business as
conducted at the date hereof,  or engage in any type of business not  reasonably
related to its business as presently and normally conducted.

<PAGE>

                                   ARTICLE VII

                     EVENTS OF DEFAULT; NOTICE; ACCELERATION

         7.1  EVENTS  OF  DEFAULT.  If one or more of the  following  events  of
default shall occur, all outstanding principal plus unpaid interest of the Loans
and any other indebtedness of Borrower to Lender shall  automatically be due and
payable  immediately  and Lender shall have no further  obligation to fund under
this Agreement:

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

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

                  (c) Any  representation or warranty contained herein or in any
         financial statement, certificate, report or opinion submitted to Lender
         in connection  with the Loans or pursuant to the  requirements  of this
         Agreement,  shall prove to have been  incorrect  or  misleading  in any
         material respect when made; or

                  (d) Any judgment  against  Borrower or any attachment or other
         levy  against the  property of  Borrower,  in each case of greater than
         $10,000,  that remains unpaid,  unstayed on appeal,  undischarged,  not
         bonded or not dismissed for a period of 30 days; or

                  (e)     The bankruptcy, death, or dissolution of any guarantor
of the Indebtedness; or

                  (f) Borrower makes an assignment for the benefit of creditors,
         admits in writing  its  inability  to pay its debts  generally  as they
         become due, files a petition in bankruptcy, is adjudicated insolvent or
         bankrupt,  petitions or applies to any tribunal for any receiver or any
         trustee of Borrower or any substantial part of its property,  commences
         any action relating to Borrower under any reorganization,  arrangement,
         readjustment of debt,  dissolution or liquidation law or statute of any
         jurisdiction,  whether  now or  hereafter  in  effect,  or if  there is
         commenced  against  Borrower  any such  action,  or Borrower by any act
         indicates its consent to or approval of any trustee for Borrower or any
         substantial part of its property,  or suffers any such  receivership or
         trustee to continue undischarged.

         7.2  LENDER'S  REMEDIES.  Upon the  occurrence  of an Event of Default,
Lender,  without  notice of any kind to Borrower  or any other  person or entity
(except as  otherwise  required  by  statute),  may,  at  Lender's  option:  (i)
terminate  its  obligation  to  fund  Advances   hereunder;   (ii)  declare  the
Indebtedness,  in whole or in part,  immediately  due and payable;  and/or (iii)
exercise any other rights and remedies,  including foreclosure rights, available
to Lender under this  Agreement,  any other Loan Document,  or applicable  laws;
except that upon the  occurrence of an Event of Default  described in subsection
7.1(f), all the Indebtedness shall automatically be immediately due and payable,
and  Lender's   obligation  to  fund  Advances  hereunder  shall   automatically
terminate,  without notice of any kind (including  without  limitation notice of
intent  to  accelerate  and  notice  of  acceleration)  to  Borrower  or to  any
guarantor,  or to any surety or  endorser of the Note,  or to any other  person.
Borrower and each guarantor,  surety,  and endorser of the Note, and any and all
other parties  liable for the  Indebtedness  or any part thereof,  waive demand,
notice of intent to  demand,  presentment  for  payment,  notice of  nonpayment,
protest,  notice of  protest,  grace,  notice of  dishonor,  notice of intent to
accelerate  maturity,  notice of  acceleration  of  maturity,  and  diligence in
collection.

<PAGE>

         7.3 RIGHT OF SET-OFF. Borrower hereby authorizes Lender, to the maximum
extent permitted under and in accordance with applicable laws, at any time after
the  occurrence  of an  Event of  Default,  to  set-off  and  apply  any and all
deposits, funds or assets at any time held and any and all other indebtedness at
any time owing by Lender to or for the credit or the account of Borrower against
any and all  Indebtedness,  whether or not Lender  exercises  any other right or
remedy hereunder and whether or not such Indebtedness are then matured.

                                  ARTICLE VIII

                          GENERAL TERMS AND CONDITIONS

         8.1  NOTICES.  All  notices,  demands,  requests,  approvals  and other
communications  required or permitted hereunder shall be in writing and shall be
deemed to have been given when (a) presented  personally,  or (b) three (3) days
after  deposited in a regularly  maintained mail receptacle of the United States
Postal Service,  postage prepaid,  certified,  return receipt requested,  or (c)
upon receipt of confirmation after sending by facsimile transmission,  addressed
to  Borrower  or  Lender,  as the case may be, at the  respective  addresses  or
facsimile  number for notice set forth on the first page of this  Agreement,  or
such other  address or  facsimile  number as Borrower or Lender may from time to
time designate by written notice to the other.

         8.2 ENTIRE AGREEMENT AND MODIFICATIONS.  The Loan Documents  constitute
the entire  understanding  and agreement between the undersigned with respect to
the  transactions  arising in connection  with the Loans and supersede all prior
written  or oral  understandings  and  agreements  between  the  undersigned  in
connection therewith. No provision of this Agreement or the other Loan Documents
may be modified,  waived, or terminated except by instrument in writing executed
by the party against whom a modification, waiver, or termination is sought to be
enforced,  and, in the case of Lender,  executed by a Vice  President  or higher
level officer of Lender.

         8.3 SEVERABILITY. In case any of the provisions of this Agreement shall
for  any  reason  be  held  to  be  invalid,  illegal,  or  unenforceable,  such
invalidity, illegality, or unenforceability shall not affect any other provision
hereof,  and this Agreement shall be construed as if such invalid,  illegal,  or
unenforceable provision had never been contained herein.

         8.4  CUMULATIVE  RIGHTS  AND NO  WAIVER.  Lender  shall have all of the
rights and remedies  granted in the Loan  Documents  and  available at law or in
equity,  and these  same  rights and  remedies  shall be  cumulative  and may be
pursued  separately,  successively,  or concurrently  against  Borrower,  or the
Collateral or any part thereof, at the sole discretion of Lender. Lender's delay
in  exercising  any right shall not operate as a waiver  thereof,  nor shall any
single or partial  exercise by Lender of any right  preclude any other or future
exercise thereof or the exercise of any other right. Any of Borrower's covenants
and  agreements  may be  waived  by  Lender  but only in  writing  signed  by an
authorized officer of Vice President level or higher of Lender or any subsequent
owner or holder of the Note. Borrower expressly waives any presentment,  demand,
protest,  notice  of  default,  notice  of  intent  to  accelerate,   notice  of
acceleration,  notice of intent to demand payment,  or other notice of any kind.
No notice to or  demand  on  Borrower  in any case  shall,  of  itself,  entitle
Borrower  to any  other  or  further  notice  or  demand  in  similar  or  other
circumstances.  No delay or omission by Lender in exercising  any power or right
hereunder  shall  impair  any such  right or power or be  construed  as a waiver
thereof, or the exercise of any other right or power hereunder.

         8.5  FORM  AND  SUBSTANCE.  All  documents,   certificates,   insurance
policies,  and other items required  under this Agreement to be executed  and/or
delivered to Lender shall be in form and substance  reasonably  satisfactory  to
Lender.

<PAGE>

         8.6 LIMITATION ON INTEREST: Maximum Rate. Lender and Borrower intend to
contract in strict  compliance  with  applicable  usury law from time to time in
effect.  To effectuate this intention,  Lender and Borrower  stipulate and agree
that none of the terms and provisions of the Note and any other  agreement among
such parties, whether now existing or arising hereafter, shall ever be construed
as a contract to pay interest for the use,  forbearance or detention of money in
excess of the Maximum Rate. If, from any possible  construction of any document,
interest would otherwise be payable to Lender in excess of the Maximum Rate, any
such  construction  shall be subject to the  provisions of this Section and such
document  shall be  automatically  reformed and the  interest  payable to Lender
shall be  automatically  reduced to the Maximum Rate permitted under  applicable
law,  without the  necessity of the  execution of any amendment or new document.
Neither  Borrower,  endorsers or other persons now or hereafter  becoming liable
for payment of any portion of the  principal  or interest of the Note shall ever
be liable for any  unearned  interest on the  principal  amount or shall ever be
required  to pay  interest  thereon  in excess of the  Maximum  Rate that may be
lawfully  charged under  applicable law from time to time in effect.  Lender and
any subsequent holder of the Note expressly  disavows any intention to charge or
collect  unearned  or  excessive  interest  or finance  charges in the event the
maturity of the Note, is accelerated. If the maturity of the Note is accelerated
for any reason, whether as a result of a default under the Note, or by voluntary
prepayment,  or otherwise,  any amounts constituting interest, or adjudicated as
constituting  interest,  which  are  then  unearned  and  have  previously  been
collected  by Lender or any  subsequent  holder of the Note  shall be applied to
reduce the principal balance thereof then outstanding, or if such amounts exceed
the unpaid  balance of principal,  the excess shall be refunded to Borrower.  In
the event Lender or any subsequent holder of the Note ever receives, collects or
applies  as  interest  any  amounts  constituting  interest  or  adjudicated  as
constituting  interest which would otherwise  increase the interest to an amount
in excess of the amount  permitted under applicable law, such amount which would
be excessive  interest shall be applied to the reduction of the unpaid principal
balance of the Note, and, if the principal balances of the Note is paid in full,
any remaining  excess shall be paid to Borrower.  In determining  whether or not
the  interest  paid or payable  under the  specific  contingencies  exceeds  the
Maximum Rate  allowed by  applicable  law,  Borrower  and Lender  shall,  to the
maximum  extent   permitted   under   applicable  law,  (i)   characterize   any
non-principal  payment as an expense,  fee or premium,  rather than as interest;
(ii) exclude  voluntary  prepayments  and the effect  thereof;  (iii)  amortize,
prorate,  allocate  and spread,  in equal  parts,  the total  amount of interest
throughout the entire  contemplated  term of the  applicable  Note (as it may be
renewed and extended) so that the interest rate is uniform throughout the entire
term of the Note.  The terms and  provisions  of this section  shall control and
supersede  every other provision of all existing and future  agreements  between
Lender and Borrower. As used in this Agreement, "Maximum Rate" means the maximum
non-usurious  interest  rate  that  at any  time or  from  time  to time  may be
contracted for, taken, reserved,  charged or received on the unpaid principal or
accrued  past due  interest  under  applicable  law and may be greater  than the
applicable  rate,  the parties hereby  stipulating  and agreeing that Lender may
contract for, take,  reserve,  charge or receive interest up to the Maximum Rate
without penalty under any applicable law; and "applicable law" means the laws of
the State of Texas or the laws of the United States of America,  whichever  laws
allow the greater interest,  as such laws now exist or may be changed or amended
or come into effect in the future.  In the event  applicable law provides for an
interest  ceiling under  Chapter One of Title 79, Texas  Revised Civil  Statutes
Annotated, as amended, that ceiling shall be the indicated rate ceiling, subject
to any right  Lender may have in the future to change the method of  determining
the Maximum Rate.

         8.7      NO THIRD  PARTY  BENEFICIARY.  This Agreement  is for the sole
benefit  of Lender and  Borrower  and is not for the benefit of any third party.

         8.8  BORROWER  IN  CONTROL.  In no  event  shall  Lender's  rights  and
interests  under the Loan Documents be construed to give Lender the right to, or
be deemed to indicate that Lender is in control of the  business,  management or
properties  of Borrower  or has power over the daily  management  functions  and
operating decisions made by Borrower.

<PAGE>

         8.9 USE OF FINANCIAL AND OTHER INFORMATION. Borrower agrees that Lender
shall be  permitted  to  investigate  and  verify  the  accuracy  of any and all
information furnished to Lender in connection with the Loan Documents, including
without limitation financial  statements,  and to disclose such information,  or
provide  copies of such  information,  to  representatives  appointed by Lender,
including  independent  accountants,  agents,  attorneys,  asset  investigators,
appraisers   and  any  other  persons   deemed   necessary  by  Lender  to  such
investigation.

         8.10 PARTICIPATION OR SALE OF LOAN. Lender shall have the right to sell
the Note, or participation  interests in the Note to any other person or entity.
Borrower  shall  execute,  acknowledge  and  deliver  any  and  all  instruments
requested by Lender to satisfy such purchasers or  participants  that the unpaid
indebtedness  evidenced  by the  Note  is  outstanding  upon  the  terms  of the
provisions  set out in the  Loan  Documents.  Lender  shall  have  the  right to
disclose in confidence  such  financial  information  regarding  Borrower or the
Collateral  as may be necessary  to complete  any sale or attempted  sale of the
Note or  participations  or  attempted  participations  in the Loans,  including
without  limitation  all  Loan  Documents,  financial  statements,  projections,
internal memoranda, audits, reports, payment history, appraisals and any and all
other  information and  documentation in Lender's files relating to Borrower and
the Collateral.  This authorization shall be irrevocable in favor of Lender, and
Borrower  waives  any  claims  that  they may have  against  Lender or the party
receiving  information  from  Lender  regarding  disclosure  of  information  in
Lender's files, and further waive any alleged damages which they may suffer as a
result of such disclosure.

         8.11  FURTHER  ASSURANCES.  Borrower  agrees to execute  and deliver to
Lender,  promptly upon request from Lender,  such other and further documents as
may be  reasonably  necessary or  appropriate  to  consummate  the  transactions
contemplated  herein or to perfect the liens and security interests covering the
Collateral.

         8.12 NUMBER AND GENDER. Whenever used herein, the singular number shall
include the plural and the plural the singular,  and the use of any gender shall
be applicable to all genders. The duties, covenants, obligations, and warranties
of Borrower in this Agreement shall be joint and several obligations of Borrower
and of each Borrower if more than one.

         8.13 CAPTIONS.  The captions,  headings,  and arrangements used in this
Agreement are for convenience only and do not in any way affect, limit, amplify,
or modify the terms and provisions hereof.

         8.14  CONTINUING  AGREEMENT.  This is a  continuing  agreement  and all
rights,  powers,  and remedies of Lender under this Agreement and the other Loan
Documents shall continue in full force and effect until the Note is paid in full
as the same  becomes  due and  payable  and all other  Indebtedness  is paid and
discharged, until Lender has no further obligation to advance moneys to Borrower
under this Agreement, and until Lender, upon request of Borrower, has executed a
written termination statement.  Furthermore,  the parties contemplate that there
may be times when no Indebtedness is owing, but notwithstanding such occurrence,
this Agreement (and all other Loan Documents) shall remain valid and shall be in
full force and effect as to subsequent Indebtedness and Advances,  provided that
Lender has not executed a written termination statement.

         8.15  Applicable  Law. THIS AGREEMENT AND THE LOAN  DOCUMENTS  SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS AND
THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS WITHIN SUCH STATE.

<PAGE>

         8.16     NO ORAL AGREEMENTS. THE WRITTEN LOAN AGREEMENT  REPRESENTS THE
FINAL AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED  BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS,  OR  SUBSEQUENT ORAL AGREEMENTS  OF THE PARTIES.  THERE
ARE NO UNWRITTEN  ORAL AGREEMENTS BETWEEN THE PARTIES.



         EXECUTED this 16th day of June, 1999.

                                    BORROWER:

                                  APS CONSULTING, INC., a Texas corporation

                                  By:   /s/ James J. Connors, Jr.
                                        ---------------------------------
                                  Name:   James J. Connors, Jr.
                                        ---------------------------------
                                Title:    President
                                        ---------------------------------


                                     LENDER:

                                  APSC, INC., a Delaware corporation

                                  By:   /s/ Duane Boyd
                                        --------------------------------
                                  Name:    Duane Boyd
                                        --------------------------------
                                  Title:   President
                                        --------------------------------



<PAGE>

                                    EXHIBIT A

                          Borrower's Personal Property

         (a)  all  equipment,   fixtures,   furnishings,   inventory,   building
materials, and articles of personal property (the "Personalty") now or hereafter
owned by Borrower,  including,  but not limited to the Personalty attached to or
used in or on the Land or in or about the Improvements,  more fully described in
the Exhibit "B"  attached,  or that are necessary or useful for the complete and
comfortable  use and  occupancy of the  Improvements  for the purposes for which
they were or are to be attached,  placed, erected,  constructed or developed, or
which  Personalty is or may be used in or related to the planning,  development,
financing or operation of the Improvements,  and all renewals of or replacements
or substitutions for any of the foregoing,  whether or not the same are or shall
be attached to the Land or Improvements;

         (b)      all water and water rights, timber, crops, and mineral
interests pertaining to the Land;

         (c)      all plans and specifications for the Improvements and for any
future development of or construction on the Land;

         (d) (i) all accounts,  deposits,  bank  accounts,  funds,  instruments,
notes  or  chattel  paper  arising  from or by  virtue  of any  transactions  or
operations related to the Land, the Improvements, the Personalty, the Leases, or
the  Rents or (ii)  any  investment  property,  as  defined  by the  Texas  UCC,
("Investment Property");

         (e) all Borrower's  rights (but not Borrower's  obligations)  under any
documents,  contracts,  contract  rights,  accounts,  commitments,  construction
contracts (and all payment and performance bonds, statutory or otherwise, issued
by any  surety  in  connection  with any such  construction  contracts,  and the
proceeds of such bonds),  architectural  contracts,  engineering contracts,  and
general intangibles (including without limitation  trademarks,  trade names, and
symbols) arising from or by virtue of any transactions  related to the Land, the
Improvements, or the Personalty;

         (f) all permits,  licenses,  franchises,  certificates,  accreditation,
registrations and authorizations of all federal, state and local governmental or
regulatory  authority,  and other rights and  privileges  obtained in connection
with the Land, the Improvements, or the Personalty and the operation thereof;

         (g) all development rights,  utility commitments,  water and wastewater
taps, living unit equivalents, capital improvement project contracts, letters of
credit,  and utility  construction  agreements with any governmental  authority,
including  municipal utility  districts,  or with any utility companies (and all
refunds and reimbursements thereunder) relating to the Land or the Improvements;

         (h)      all proceeds arising from or by virtue of the sale, lease or
other disposition of the Land, the Improvements,  or the Personalty;

         (i)      all proceeds  (including premium refunds) of each policy of
insurance relating to the Land, the Improvements,  or the Personalty;

         (j) all proceeds from the taking of any of the Land, the  Improvements,
the Personalty,  or any rights appurtenant thereto by right of eminent domain or
by private or other purchase in lieu thereof,

<PAGE>

including  change of grade of
streets, curb cuts or other rights of access, for any public or quasi-public use
under any law;

         (k) all right,  title,  and interest of Borrower in and to all streets,
roads, public places, easements, and rights-of-way, existing or proposed, public
or private,  adjacent to or used in connection with, belonging, or pertaining to
the Land;

         (l) all of Borrower's  rights (but not  Borrower's  obligations)  under
existing  and  future  residency  or  occupancy  agreements,  licenses,  leases,
including subleases,  concession  agreements,  management agreements and any and
all extensions,  renewals,  modifications,  and replacements of such agreements,
upon or of any part of the Land or  Improvements,  including  cash or securities
deposited  and  guaranties  to  secure  performance  by  the  tenants  of  their
obligations thereunder (the "Leases");

         (m) all of the rents, receipts,  royalties,  bonuses,  issues, profits,
revenues,  or other benefits of the Land, the  Improvements,  the Leases, or the
Personalty,  including  those now due or to become due by virtue of any Lease or
other  agreement  for the  occupancy  or use of all or any  part of the  Land or
Improvements (the "Rents");

         (n) all  consumer  goods  located  in,  on,  or  about  the Land or the
Improvements or used in connection with the use or operation  thereof;  however,
neither the term "consumer goods" nor the term "Personalty"  includes  clothing,
furniture,   appliances,  linens,  china,  crockery,   kitchenware,   inventory,
medicines,  drugs or personal  effects used  primarily  for the operation of the
Property;

         (o) all other  interests of every kind and character  that Borrower now
has or at any  time  hereafter  acquires  in  and  to  the  Land,  Improvements,
Personalty,  Leases,  and  Rents  and all  property  that is used or  useful  in
connection   therewith,   including   rights  of  ingress  and  egress  and  all
reversionary  rights or interests of Borrower  with respect to such property and
all of Borrower's rights (but not Borrower's  obligations)  under any covenants,
conditions,  and restrictions for the Land, as the same may be amended from time
to time,  including  Borrower's  rights,  title,  and  interests  thereunder  as
declarant or developer, if applicable; and

         (p)      all products and proceeds of the Personalty.


<PAGE>

                                    EXHIBIT B

                            LIST OF BORROWER'S LEASES

17171 Park Row, Suite 120
Houston, Texas  77084
Harris County

318 Magnolia Avenue, Suite 3
Fairhope, Alabama  36532
Baldwin County

4294 Lakeland Drive, Suite 200
Jackson, Mississippi  39208
Rankin County