Exhibit 10.54
                             REVOLVING CREDIT NOTE


$10,000,000.00             Austin, Texas                 February 10, 1998


         1. FOR VALUE RECEIVED, AMERICAN PHYSICIANS SERVICE GROUP, INC., a Texas
corporation ("Maker"),  hereby  unconditionally  promises to pay to the order of
NationsBank of Texas, N.A. ("Payee"), at the address, severally reflected on the
signature page of the Loan Agreement (as defined below),  the sum of TEN MILLION
AND NO/100  Dollars  ($10,000,000.00)  (or, if less,  so much  thereof as may be
advanced and is  outstanding),  in lawful money of the United States of America.
Capitalized  terms not defined  herein shall have the meaning  assigned to those
terms in the Loan Agreement.

         2. The unpaid principal amount of, and accrued unpaid interest on, this
Revolving  Credit  Note (this  "Note") is  payable in  accordance  with the Loan
Agreement, but not later than the Termination Date.

         3. The unpaid  principal  balance  advanced and  outstanding  hereunder
shall bear  interest  from the date of advance  until  maturity  at the rate per
annum  provided in the Loan  Agreement.  The  interest  rate  specified  in this
section is subject to adjustment under the  circumstances  described in the Loan
Agreement.  Interest  shall  be  computed  in the  manner  provided  in the Loan
Agreement.

         4.  Notwithstanding  any provision  contained in this Note or any other
document  executed or delivered in  connection  with this Note or in  connection
with the Loan  Agreement,  Payee shall never be deemed to have contracted for or
be entitled to receive, collect or apply as interest on this Note, any amount in
excess of the maximum  rate of interest  permitted  to be charged by  applicable
law,  and, if Payee ever  receives,  collects  or applies as  interest  any such
excess,  then the amount that would be  excessive  interest  shall be applied to
reduce the unpaid principal  balance of this Note, and, if the principal balance
of this  Note is paid in full by that  application,  then any  remaining  excess
shall  promptly be paid to Maker.  In  determining  whether the interest paid or
payable under any specific  contingency  exceeds the highest lawful rate,  Maker
and Payee shall,  to the maximum  extent  permitted  under  applicable  law, (i)
characterize any non-principal payment (other than payments expressly designated
as interest  payments  hereunder)  as an expense or fee rather than as interest,
(ii) exclude voluntary  prepayments and the effect thereof, and (iii) spread the
total amount of interest throughout the entire contemplated term of this Note so
that the interest rate is uniform throughout that term.

         5. This Note has been  executed and  delivered  pursuant to a Revolving
Credit Loan Agreement (as modified,  amended, or supplemented from time to time,
the "Loan Agreement"),  dated the date hereof, executed by and between Maker and
Payee,  and is the "Note"  referred to  therein,  and the holder of this Note is
entitled to the  benefits  provided in the Loan  Agreement.  Reference is hereby
made to the Loan  Agreement  for a statement of (i) the  obligation  of Payee to
advance funds hereunder, (ii) the prepayment rights and obligations of Maker and
(iii) the events on which the maturity of this Note may be accelerated.
<PAGE>

         6. If the  principal of, or any  installment  of interest on, this Note
becomes due and payable on a day other than a Business  Day,  then the  maturity
thereof shall be extended to the next succeeding  Business Day. If this Note, or
any  installment  or payment  due  hereunder,  is not paid when due,  whether at
maturity or by acceleration, or if it is collected through a bankruptcy, probate
or other court, whether before or after maturity, then Maker shall pay all costs
of collection,  including,  but not limited to,  attorney's fees incurred by the
holder of this Note.  All past due principal of, and to the extent  permitted by
applicable law, interest on this Note shall bear interest until paid at the rate
provided in the Loan Agreement.

         7. Maker and all sureties, endorsers, guarantors and other parties ever
liable  for  payment  of any sums  payable  pursuant  to the terms of this Note,
jointly and severally waive demand,  presentment for payment, protest, notice of
protest,  notice of acceleration,  notice of intent to accelerate,  diligence in
collection,  the  bringing  of any suit  against  any party and any notice of or
defense on account of any extensions,  renewals,  partial payments or changes in
any manner of or in this Note or in any of its terms,  provisions and covenants,
or any releases or  substitutions of any security,  or any delay,  indulgence or
other act of any trustee or any holder hereof, whether before or after maturity.

         8. All  Borrowings  made by  Payee,  the  respective  Interest  Periods
thereof (if  applicable),  and all  repayments of the  principal  thereof may be
recorded  by Payee and,  before any  transfer  hereof,  endorsed by Payee on the
schedule attached hereto, or on a continuation of the schedule attached to and a
part hereof,  provided that the failure of Payee to record any endorsement shall
not affect the obligation of Maker hereunder or under the Loan Agreement.

         9. This Note is being  executed  and  delivered,  and is intended to be
performed  in the State of  Texas.  Except  to the  extent  that the laws of the
United States may apply to the terms hereof,  the substantive  laws of the State
of Texas shall govern the validity, construction, enforcement and interpretation
of this Note.

                                   MAKER:

                                   AMERICAN PHYSICIANS SERVICE GROUP, INC.



                                   By:      /s/ William H Hayes         
                                   Name:        William H Hayes     
                                   Title:       Sr VP Finance


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