Exhibit 10.81

                     REPLACEMENT CONVERTIBLE PROMISSORY NOTE

Austin, Texas                   (LINE OF CREDIT)             September 30, 1999

PROMISE TO PAY: For value  received,  the undersigned  Borrower  (whether one or
more) promises to pay to the order of Lender the Maximum  Principal  Amount,  to
the extent  advanced by Lender,  together with interest on the unpaid balance of
such amount, in lawful money of the United States of America, in accordance with
all the terms, conditions, and covenants of this note (as hereafter amended, and
together with such documents, instruments or certificates which may hereafter be
executed by Borrower and Lender  pertaining  to or  evidencing  this note,  this
"Note").

BORROWER:  Uncommon Care, Inc., a Texas corporation

BORROWER'S ADDRESS FOR NOTICE: 1301 Capital of Texas Highway, Suite C-100,
Austin,  Texas 78746,  Attention:  John H. Trevey

LENDER:  American Physicians Service Group, Inc., a Texas corporation

LENDER'S ADDRESS FOR PAYMENT:  1301 Capital of Texas Highway, Suite C-300,
 Austin, Texas 78746

SUBORDINATION: THIS NOTE IS  SUBORDINATED  TO THE  BORROWER'S  PRESENT OR FUTURE
DEBT TO BANK OF  AMERICA,  N.A., FORMERLY KNOWN AS NATIONSBANK,  N.A., SUCCESSOR
-IN-INTEREST  BY MERGER TO NATIONSBANK OF TEXAS,  N.A. (THE "BANK") AND ITS
SUCCESSOR AND ASSIGNS.  IT IS SUBJECT TO THAT CERTAIN SIXTH  AMENDMENT OF LOAN
AGREEMENT AND  SUBORDINATION

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AGREEMENT DATED AS OF SEPTEMBER 30, 1999, BETWEEN THE BANK, BORROWER AND LENDER,
AS FURTHER AMENDED, RESTATED, MODIFIED, AND EXTENDED FROM TIME TO TIME.

MAXIMUM PRINCIPAL AMOUNT:  One Million Two Hundred Fifty Thousand Dollars and
No/100 Dollars ($1,250,000).

INTEREST RATE:  Twelve Percent (12.0%)

PAYMENT  TERMS:  Interest  under  this  Note is due and  payable  semi-annually,
beginning October 1, 1999, and continuing regularly and semi-annually thereafter
on or before the first day of October and April of each year, until the Maturity
Date (as hereinafter  defined),  when the outstanding  principal balance and all
accrued  interest  shall be due and payable in full (or  converted  into capital
stock of Borrower pursuant to Section 3). The Maturity Date shall be the earlier
to occur of April  30,  2000 or the date of  closing  of any  Qualifying  Equity
Financing  (as  hereinafter  defined);  provided  that  if no  Qualified  Equity
Financing has previously occurred,  and if Borrower is not in default hereunder,
Borrower  shall be entitled to extend the Maturity  Date to the earlier to occur
of October 30, 2000 or the date of closing of any  Qualifying  Equity  Financing
(the "First  Extension"),  but only by giving Lender  written  notice and paying
Lender a  $10,000  non-refundable  extension  fee  prior to  April 1,  2000.  If
Borrower  has extended the Maturity  Date  pursuant to the First  Extension,  no
Qualified  Equity Financing has previously  occurred,  and if Borrower is not in
default hereunder, Borrower shall be entitled to extend the Maturity Date to the
earlier to occur of November  30, 2001 or the date of Closing of any  Qualifying
Equity  Financing  (the "Second  Extension"),  but only by giving Lender written
notice and paying Lender a non-refundable  extension fee equal to 3 percent (3%)
of the Maximum  Principal  Amount prior to November 1, 2001. Any payment will be
credited first to expense reimbursements due hereunder, then to accrued interest
and then to the reduction of principal.

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REVOLVING  LINE OF  CREDIT:  This Note  evidences  a  revolving  line of credit.
Subject to the terms and conditions  contained herein, all or any portion of the
Maximum  Principal  Amount  of this  Note may be  borrowed,  paid,  repaid,  and
reborrowed,  from time to time prior to the Maturity  Date.  Each  borrowing and
repayment  hereunder will be (i) endorsed on an attachment to this Note, or (ii)
entered  in the books and  records of  Lender.  The books and  records of Lender
shall be prima facie evidence of all sums due Lender. If an Event of Default, or
breach or threatened breach by Borrower,  exists or has occurred under this Note
or any other contract, agreement,  document, instrument or certificate executed,
alone or together with third parties, by Borrower and Lender (or by Borrower for
the benefit of Lender),  then Lender  shall be under no  obligation  to make any
advance under this Note.

1.       INTEREST PROVISIONS:

         (a)  Rate:  The  principal  balance  of  this  Note  from  time to time
remaining  unpaid prior to maturity shall bear interest at the Interest Rate per
annum stated  above.  On each  interest  payment date and on the Maturity  Date,
interest  shall be  calculated  on the  amount of each  advance  of the  Maximum
Principal Amount of this Note, from the date of each such advance.

         (b) Maximum Lawful  Interest:  The term "Maximum Lawful Rate" means the
maximum rate of interest and the term "Maximum  Lawful Amount" means the maximum
amount of interest that is permissible under applicable state or federal law for
the type of loan evidenced by this Note. If the Maximum Lawful Rate is increased
by statute or other  governmental  action  subsequent  to the date of this Note,
then the new  Maximum  Lawful  Rate  shall be  applicable  to this Note from the
effective date thereof, unless otherwise prohibited by applicable law.

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         (c)  Spreading of  Interest:  Because of the  possibility  of irregular
periodic  balances of principal or premature  payment,  the total  interest that
will accrue  under this Note cannot be  determined  in advance.  Lender does not
intend to contract for, charge,  or receive more than the Maximum Lawful Rate or
Maximum  Lawful  Amount  permitted  by  applicable  state or federal law, and to
prevent  such an  occurrence  Lender  and  Borrower  agree  that all  amounts of
interest,  whenever contracted for, charged, or received by Lender, with respect
to the loan of money  evidenced  by this  Note,  shall be spread,  prorated,  or
allocated over the full period of time this Note is unpaid, including the period
of any renewal or extension of this Note.  If demand for payment of this Note is
made by Lender  prior to the full  stated  term,  the total  amount of  interest
contracted for, charged, or received to the time of such demand shall be spread,
prorated, or allocated along with any interest thereafter accruing over the full
period of time that this Note  thereafter  remains  unpaid  for the  purpose  of
determining if such interest exceeds the Maximum Lawful Amount.

         (d) Excess Interest: At maturity (whether by acceleration or otherwise)
or on earlier final payment of this Note,  Lender shall compute the total amount
of interest  that has been  contracted  for,  charged,  or received by Lender or
payable by  Borrower  under this Note and  compare  such  amount to the  Maximum
Lawful  Amount  that could have been  contracted  for,  charged,  or received by
Lender. If such computation  reflects that the total amount of interest that has
been  contracted  for,  charged,  or  received  by Lender or payable by Borrower
exceeds the Maximum  Lawful  Amount,  then Lender shall apply such excess to the
reduction of the  principal  balance and not to the payment of  interest;  or if
such excess interest exceeds the unpaid principal balance,  such excess shall be
refunded to  Borrower.  This  provision  concerning  the  crediting or refund of
excess  interest  shall control and take  precedence  over all other  agreements
between  Borrower  and  Lender so that  under no  circumstances  shall the total
interest  contracted  for,  charged,  or received  by Lender  exceed the Maximum
Lawful Amount.

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         (e) Interest After Default:  At Lender's  option,  the unpaid principal
balance  shall  bear  interest  after  maturity   (whether  by  acceleration  or
otherwise) at the "Default  Interest Rate." The Default  Interest Rate shall be,
at Lender's option,  (i) the Maximum Lawful Rate, if such Maximum Lawful Rate is
established  by  applicable  law; or (ii) the Interest  Rate stated on the first
page of this Note plus three (3) percentage points, if no Maximum Lawful Rate is
established  by applicable  law; or (iii) eighteen  percent (18%) per annum;  or
(iv) such lesser rate of interest as Lender in its sole discretion may choose to
charge;  but never  more than the  Maximum  Lawful  Rate or at a rate that would
cause the total  interest  contracted  for,  charged,  or  received by Lender to
exceed the Maximum Lawful Amount.

         (f)  Daily  Computation  of  Interest:   To  the  extent  permitted  by
applicable  law,  Lender at its option will calculate the per diem interest rate
or amount  based on the  actual  number of days in the year (365 or 366,  as the
case may be), and charge that per diem  interest  rate or amount each day. In no
event shall  Lender  compute the interest in a manner that would cause Lender to
contract for,  charge,  or receive interest that would exceed the Maximum Lawful
Rate or the Maximum Lawful Amount.

2.       ADVANCES:

         (a)  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  the Maturity Date in an aggregate
amount not to exceed the Maximum Principal  Amount.  Each Advance must be in the
minimum  amount of $10,000 or in a higher  integral  multiple of $10,000.  Funds
borrowed and repaid may be reborrowed,  so long as all  conditions  precedent to
Advances are met.  The purpose of the  Advances is to provide  funds to Borrower
for working capital and for other general business purposes of Borrower.

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         (b) 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.

         (c) Payments and  Computations.  Borrower shall make each payment under
this 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.

         (d) 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:  (i) the Note duly  executed by Borrower;  (ii) such other
documents,  opinions,  certificates  and  evidences  as  Lender  may  reasonably
request;  and (iii) reimbursement in full for all costs and expenses (including,
without limitation, legal fees and expenses) incurred by Lender in entering into
this lending arrangement.

         (e) Conditions Precedent to Each Advance. In addition to the conditions
precedent  stated  elsewhere  herein,  Lender shall not be obligated to make any
Advance unless: (i) the representations and warranties  contained in paragraph 4
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;  (ii) 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,  and no breach or threatened  breach by
Borrower, has occurred under this Note or any other contract, agreement,

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document,  instrument  or  certificate  executed by  Borrower  and Lender (or by
Borrower  for the  benefit of  Lender);  (iii) there shall have been no material
adverse  change,  as determined  by Lender in its  reasonable  judgment,  in the
financial  condition  or  business of  Borrower;  (iv)  Borrower  shall not have
previously  provided notice to Lender of a Qualifying Equity Financing  pursuant
to  subsection  3(c);  (v) 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);   and  (vi)
reimbursement in full for all costs and expenses (including, without limitation,
legal  fees and  expenses)  incurred  by Lender in  entering  into this  lending
arrangement or making any  additional  advances  hereunder.  Each request for an
Advance shall be deemed a representation by Borrower that the conditions of this
subsection have been met.

         (f) Outstanding  Balance in Excess of One Million  Dollars.  If, at any
time, the Outstanding  Balance (as  hereinafter  defined) is equal to or exceeds
One Million Dollars  ($1,000,000),  the Borrower,  on the first such occurrence,
shall  pay to  Lender a  non-refundable  fee  equal to one  percent  (1%) of the
Maximum Principal Amount.

3.       CONVERSION:

         (a) Qualifying Equity Financing.  A "Qualifying Equity Financing" shall
mean any equity financing or series of related equity  financings,  occurring on
or before the Maturity Date, in which  Borrower  sells equity  securities to any
one or more parties (including,  without limitation,  Lender and any of Lender's
affiliates) and obtains net proceeds  (excluding  conversion of this Note) in an
amount not less than Two Million Five Hundred Thousand Dollars ($2,500,000).

         (b) Conversion.  At the closing of any Qualifying Equity Financing, the
entire outstanding balance of this Note (including  principal,  interest and any
other amounts due  hereunder,  the  "Outstanding  Balance")

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shall,  at the sole  discretion of Borrower,  be either (i) paid in full by wire
transfer of immediately  available  funds or (ii) converted into common stock of
Borrower using a conversion price of $2.00 per share (the  "Conversion  Price").
If, at the maturity date,  including extensions thereof, the Outstanding Balance
has not been  paid in full,  the  Borrower  shall  have 90 days in which to make
payment.  If, at the end of the 90-day period,  the Lender has not received full
payment of the Outstanding Balance, then the Lender has the option of converting
the Outstanding Balance into capital stock of Borrower at the Conversion Price.

         (c) Notice. Borrower shall provide the Bank and Lender with at least 30
days prior written  notice of the closing of any  Qualifying  Equity  Financing,
delivered to the address for such party last shown on the records of Borrower or
given by such party to Borrower for the purpose of notice.

         (d) Issuance of Shares. If this Note is converted into capital stock of
Borrower  pursuant to this  subsection,  Borrower shall prior to or concurrently
with such  conversion,  deliver  to Lender a written  statement  specifying  the
amount of the  Outstanding  Balance,  the number and a description  of shares of
capital stock issuable upon such conversion and the date of such conversion.  As
promptly as practicable  after such  conversion,  Borrower will, at its expense,
issue and deliver to Lender,  upon  surrender  of this Note,  a  certificate  or
certificates  for the number of full shares of capital stock  issuable upon such
conversion.

         (e)      No Further Advances.  After the occurrence of a Qualifying
Equity  Financing,  Lender shall have no obligation to make any advance of any
kind to Borrower under this Note.

         (f) Adjustments Upon Dilution. The number of shares of capital stock of
Borrower to be received upon conversion of the Outstanding  Balance hereunder by
Lender (the "Stock") shall be subject

<PAGE>

to adjustment as follows: (i) in the event there is a subdivision or combination
of the  outstanding  shares of Stock into a larger or smaller  number of shares,
the number of shares of Stock  receivable  upon  conversion  of the  Outstanding
Balance shall be increased or reduced in the same  proportion as the increase or
decrease in the  outstanding  shares of Stock;  (ii) if the  Company  declares a
dividend on Stock payable in Stock or  securities  convertible  into Stock,  the
number of shares of Stock receivable upon conversion of the Outstanding  Balance
shall be increased, as of the record date for determining which holders of Stock
shall be entitled to receive such dividend, in proportion to the increase in the
number of outstanding shares of Stock as a result of such dividend. Whenever the
number of shares of Stock  receivable  upon  conversion  is  adjusted  as herein
provided,  the Conversion  Price shall be adjusted by multiplying the applicable
Conversion  Price  immediately  prior  to such  adjustment  by a  fraction,  the
numerator  of which  shall be the  number  of shares  of Stock  receivable  upon
conversion  immediately  prior to such  adjustment and the  denominator of which
shall be the  number  of  shares  of Stock  receivable  immediately  after  such
adjustment.

 4.      BORROWER'S REPRESENTATIONS AND WARRANTIES:  Borrower represents and
warrants to Lender as follows:

         (a)      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.

         (b) Authority and Compliance.  Borrower has full power and authority to
enter into this Note,  to make the borrowing  hereunder,  to execute and deliver
the Note and to incur the indebtedness  described in this Note, all of which has
been duly authorized by all proper and necessary corporate action.

<PAGE>

No further  consent  or  approval  of any  public  authority  is  required  as a
condition to the validity of this Note,  and Borrower is in compliance  with all
laws and regulatory requirements to which it is subject.

         (c)      Binding  Agreement.  This Note when issued and delivered
pursuant hereto for value received will constitute the valid and legally binding
obligation of Borrower in accordance with its terms.

         (d) 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 Note.

         (e) 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 Note.

         (f) Taxes. All income taxes and other taxes due and payable through the
date of this Note have been paid prior to becoming delinquent.

5.       DEFAULT PROVISIONS:

         (a) EVENTS OF DEFAULT AND ACCELERATION OF MATURITY: LENDER MAY, WITHOUT
NOTICE OR DEMAND,  (except as  otherwise  required by statute),  ACCELERATE  THE
MATURITY OF THIS NOTE AND DECLARE THE ENTIRE  UNPAID  PRINCIPAL  BALANCE AND ALL
ACCRUED  INTEREST AT ONCE DUE AND PAYABLE IF (EACH OF SUCH EVENTS OR  CONDITIONS
DESCRIBED  IN CLAUSES  (I)  THROUGH  (IV) BELOW  BEING  REFERRED TO HEREIN AS AN
"EVENT OF DEFAULT"):

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                  (i) There is default  in the  payment  of any  installment  of
         principal,  interest,  or any other sum  required  to be paid under the
         terms of this Note,  and Borrower has failed to cure such default after
         ten (10) days' written notice to Borrower; or

                  (ii)  There is  default in the  performance  of any  covenant,
         condition,  or  agreement  contained  in, or any  breach or  threatened
         breach by Borrower  under,  this Note,  and Borrower has failed to cure
         such default after twenty (20) days' written notice to Borrower; or

                  (iii)  There is a  default,  breach  or  threatened  breach by
         Borrower  under  any  contract,  agreement,   document,  instrument  or
         certificate executed, alone or together with third parties, by Borrower
         and Lender (or by Borrower  for the benefit of Lender),  subject to the
         lapse  of any  cure  period  expressly  set  forth  in  such  contract,
         agreement, instrument or certificate; or

                  (iv)   Borrower or any guarantor files for bankruptcy, becomes
         insolvent, or dissolves.

         (b) WAIVER BY BORROWER:  BORROWER AND ALL OTHER PARTIES LIABLE FOR THIS
NOTE WAIVE DEMAND, NOTICE OF INTENT TO DEMAND,  PRESENTMENT FOR PAYMENT,  NOTICE
OF NONPAYMENT,  PROTEST, NOTICE OF PROTEST, GRACE, NOTICE OF DISHONOR, NOTICE OF
INTENT TO ACCELERATE MATURITY, NOTICE OF ACCELERATION OF MATURITY, AND DILIGENCE
IN COLLECTION.  EACH MAKER, SURETY,  ENDORSER, AND GUARANTOR OF THIS NOTE WAIVES
AND AGREES TO ONE OR MORE  EXTENSIONS FOR ANY PERIOD OR PERIODS OF TIME, AND ANY
PARTIAL PAYMENTS,  BEFORE OR AFTER MATURITY,  WITHOUT PREJUDICE TO THE HOLDER OF
THIS NOTE. EACH MAKER, SURETY,  ENDORSER, AND GUARANTOR WAIVES NOTICE OF ANY AND
ALL RENEWALS, EXTENSIONS, REARRANGEMENTS, AND MODIFICATIONS OF THIS NOTE.

<PAGE>

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

         (d)     Other  Remedies  Not  Required:  Lender  shall not be  required
to first file suit,  exhaust all remedies, or enforce its rights against any
security in order to enforce payment of this Note.

         (e) Attorney's  Fees: If Lender requires the services of an attorney to
enforce  the  payment of this Note,  or if this Note is  collected  through  any
lawsuit, probate,  bankruptcy, or other judicial proceeding,  Borrower agrees to
pay  Lender  an  amount  equal  to its  reasonable  attorney's  fees  and  other
collection  costs.  This provision shall be limited by any applicable  statutory
restrictions relating to the collection of attorney's fees.

         (f) 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 amounts  due under this Note,  whether or not Lender  exercises  any
other right or remedy  hereunder  and whether or not such amounts due under this
Note are then matured.

6. LENDER'S  REMEDIES:  Upon the  occurrence of an Event of Default and while it
may  continue  uncured,  Lender,  without  notice of any kind,  may, at Lender's
option:  (i) by notice to Borrower,

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terminate its obligation to fund Advances hereunder;  (ii) declare the principal
and  accrued  interest  outstanding  under  this  Note,  in  whole  or in  part,
immediately due and payable; and/or (iii) exercise any other rights and remedies
available to Lender under this Note,  or applicable  laws;  except that upon the
occurrence  of an Event of Default  described in  subsection  5(a)(iv),  all the
principal and accrued interest  outstanding under this Note 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 this Note, or to
any other person.

         Notwithstanding  any other provision of this Note,  Borrower and Lender
each agree that neither  this Note nor any amount owed under this Note  (whether
principal,  interest or otherwise) is subject to that certain Security Agreement
between Borrower and Lender,  dated January 1, 1998 (the "Security  Agreement").
Except as expressly stated in the foregoing sentence,  neither this Note nor any
of the  provisions  of this Note shall  modify,  amend,  supplement or limit the
terms or enforceability of the Security Agreement.

7.       MISCELLANEOUS PROVISIONS:

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

         (b) Transfer: Borrower acknowledges and agrees that Lender may transfer
this  Note or  partial  interests  in the  Note to one or  more  transferees  or
participants.  Borrower  authorizes Lender to disseminate any information it has
pertaining to the loan evidenced by this Note,  including,  without  limitation,
credit  information  on Borrower  and any  guarantor  of this Note,  to any such
transferee or participant or prospective transferee or participant.

<PAGE>

         (c) Other  Parties  Liable:  All  promises,  waivers,  agreements,  and
conditions  applicable to Borrower  shall  likewise be applicable to and binding
upon any other parties  primarily or secondarily  liable for the payment of this
Note, including all guarantors, endorsers, and sureties.

         (d)  Successors  and  Assigns:  The  provisions  of this Note  shall be
binding upon and for the benefit of the successors,  assigns,  heirs, executors,
and  administrators of Lender and Borrower.  Lender may freely assign its rights
and obligations,  in whole or in part, under this Note.  Borrower may not assign
any of its rights and obligations, in whole or in part, under this Note.

         (e) No Duty or Special Relationship:  Borrower acknowledges that Lender
has no duty  of good  faith  to  Borrower,  and  Borrower  acknowledges  that no
fiduciary,  trust,  or other  special  relationship  exists  between  Lender and
Borrower.

         (f)  Modifications:  Any modifications  agreed to by Lender relating to
the release of liability of any of the parties  primarily or secondarily  liable
for the  payment of this Note,  or  relating to the  release,  substitution,  or
subordination  of all or part of the  security  for this  Note,  shall in no way
constitute a release of liability  with respect to the other parties or security
not covered by such modification.

         (g) Entire  Agreement.  Borrower warrants and represents that this Note
constitutes the entire agreement between Borrower and Lender with respect to the
loan  evidenced  by this Note and agrees  that no  modification,  amendment,  or
additional  agreement  with  respect  to such loan or the  advancement  of funds
thereunder will be valid and  enforceable  unless made in writing signed by both
Borrower and Lender.

<PAGE>

         (h) Borrower's  Address for Notice:  All notices required to be sent by
Lender to Borrower shall be sent by U.S. Mail,  postage  prepaid,  to Borrower's
Address for Notice  stated on the first page of this Note,  until  Lender  shall
receive written notification from Borrower of a new address for notice.

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

         (j)      Business  Use:  Borrower  warrants and  represents  to Lender
that the proceeds of this Note will be used solely for business or commercial
purposes,  and in no way will the proceeds be used for personal,  family, or
household purposes.

         (k) Chapter 346 Not  Applicable:  It is understood  that Chapter 346 of
the Texas Credit Code  relating to certain  revolving  credit loan  accounts and
tri-party accounts is not applicable to this Note.

         (l) APPLICABLE  LAW: THIS NOTE HAS BEEN EXECUTED AND DELIVERED IN TEXAS
AND SHALL BE CONSTRUED IN ACCORDANCE  WITH THE  APPLICABLE  LAWS OF THE STATE OF
TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO TRANSACTIONS IN
TEXAS.

         (m)      NO ORAL  AGREEMENTS: THIS NOTE REPRESENTS THE FINAL  AGREEMEN
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.

<PAGE>

         (n) LENDER'S  COSTS AND EXPENSES:  Borrower shall  reimburse  Lender in
full for all costs and expenses (including,  without limitation,  legal fees and
expenses) incurred by Lender in entering into this lending  arrangement,  making
any additional advances hereunder, and negotiating, making and entering into any
modification, extension, or amendment of this lending arrangement.

         (o) OUTSTANDING  PRINCIPAL  BALANCE:  This Note replaces and supercedes
that certain  Convertible  Promissory  Note dated as of April 27, 1999,  between
Borrower and Lender,  in the original  principal amount of $1,000,000.  Borrower
acknowledges  and agrees that,  as of the date of  execution  of this Note,  the
amount of principal outstanding under previous advances pursuant to this Note is
$715,000,  plus all  accrued  interest  thereon  and all  fees  due and  payable
hereunder.

         EXECUTED this 30th day of September, 1999.

Borrower:                        UNCOMMON CARE, INC., a Texas corporation

                                 By:    /s/ John H. Trevey
                                        -----------------------
                                 Name:      John H. Trevey
                                        -----------------------
                                   Title:   CEO
                                        -----------------------


LENDER:                          AMERICAN PHYSICIANS SERVICE GROUP, INC.,
                                    a Texas corporation

                                 By:    /s/ Duane Boyd
                                        -----------------------
                                 Name:      Duane Boyd
                                        -----------------------
                                Title: Senior VP
                                        -----------------------