Exhibit 10.56
          
NationsBank of Texas, N.A.   CONTINUING AND UNCONDITIONAL GUARANTY


1. Guaranty.  For Value Received, and to induce NationsBank of Texas, N.A.      
                                                  Austin Commercial Banking  
                                                  -------------------------
                                                      Banking Center

515 Congress Avenue, 11th Flor,         Austin,         Texas        78701   
-----------------------------------------------  -------------------------------
   Bank Street Address                   City           State      Zip Code

(Attn: Teena Belcik   ) (herein called "Bank"), to make loans or advances or to 
extend credit or other financial accommodations or benefits, with or without 
security, to or for the account of       
American Physicians Service Group, Inc., a Texas corporation     
------------------------------------------------------------                    
      Borrower's Name

1301 Capital of Texas,    Suite 300,      Austin,   Texas,      78746    
--------------------------------------------------  ----------------------------
  Street Address                           City     State      Zip Code

(herein called "Borrower"), the undersigned (herein called "Guarantor"), if more
than one, then each of them jointly and severally, hereby becomes surety for and
irrevocably and  unconditionally  guarantees to Bank the full and prompt payment
when due,  whether by acceleration or otherwise,  of any and all Liabilities (as
hereinafter  defined) of Borrower to Bank,  together with reasonable  attorney's
fees,  costs and  expenses  incurred  by Bank in  enforcing  any and all of such
indebtedness. This Guaranty is continuing and unlimited as to the amount.

Guarantor further unconditionally  guarantees the faithful,  prompt and complete
compliance by Borrower with all terms,  conditions,  covenants,  agreements  and
undertakings of Borrower (herein collectively  referred to as the "Obligations")
under all notes and other documents  evidencing the Liabilities,  as hereinafter
defined,  and under all security agreements and other agreements,  documents and
instruments  executed in  connection  with the  Liabilities  or related  thereto
including,  without  limitation,  all  obligations of Borrower  pursuant to that
certain Revolving Credit Loan Agreement dated as of February , 1998, executed by
Bank and Borrower (the "Loan Agreement") (all such security agreements and other
documents   securing  payment  of  the  Liabilities  and  all  notes  and  other
agreements, documents, and instruments evidencing or relating to the Liabilities
and Obligations  being herein  collectively  called the "Loan  Documents").  The
undertakings  of Guarantor  hereunder are  independent  of the  Liabilities  and
Obligations  of the  Borrower  and a  separate  action or actions  for  payment,
damages or performance may be brought or prosecuted against  Guarantor,  whether
or not an action is brought against the Borrower or to realize upon the security
for the Liabilities  and/or Obligations and whether or not Borrower is joined in
any such action or actions, and whether or not notice is given or demand is made
upon the Borrower.

Bank shall not be  required  to proceed  first  against  Borrower,  or any other
person, firm or corporation, whether primarily or secondarily liable, or against
any  Collateral  held by it,  before  resorting  to Guarantor  for payment,  and
Guarantor shall not be entitled to assert as a defense to the  enforceability of
the  Guaranty  any  defense  of  Borrower  with  respect to any  Liabilities  or
Obligations.

1.  PARAGRAPH  HEADINGS AND GOVERNING LAW.  Guarantor  agrees that the paragraph
headings in this Guaranty are for convenience  only and that they will not limit
any of the  provisions  of this  Guaranty.  Guarantor  further  agrees that this
Guaranty  shall be governed by and construed in accordance  with the laws of the
State of Texas and  applicable  United  States  federal law.  Guarantor  further
agrees  that  this  Guaranty  shall be  deemed to have been made in the State of
Texas at  Bank's  address  indicated  herein,  and  shall be  governed  by,  and
construed  in  accordance  with,  the laws of the State of Texas,  or the United
States courts located  within the State of Texas,  and is performable in Austin,
Travis County, Texas.

1.  DEFINITIONS.
2.
A. "Liability" or "Liabilities" as used herein shall include without limitation,
all liabilities,  overdrafts, indebtedness, and obligations of Borrower to Bank,
whether direct or indirect, absolute or contingent, joint or several, secured or
unsecured, due or not due, contractual or tortious,  liquidated or unliquidated,
arising by operation of law or otherwise,  now or hereafter existing, or held or
to be held by the Bank for its own  account  or as agent for  another or others,
whether created  directly,  indirectly,  or acquired by assignment or otherwise,
including but not limited to all  extensions or renewals  thereof,  and all sums
payable under or by virtue thereof, including without limitation, all amounts of
principal  and interest,  all expenses  (including  attorney's  fees and cost of
collection as specified)  incurred in the collection  thereof or the enforcement
of  rights  thereunder  or  in  enforcing  this  Guaranty   (including   without
limitation,  any liability  arising from failure to comply with state or federal
laws,  rules and  regulations  concerning  the  control of  hazardous  wastes or
substances),  whether  arising in the ordinary  course of business or otherwise,
and  whether  held or to be held by Bank for its own  account  or as  agent  for
another or others. If Borrower is a partnership, corporation or other entity the
term  "Liability" or  "Liabilities" as used herein shall include all Liabilities
to Bank of any successor entity or entities.

A.  "Guarantor"  as used herein shall mean Guarantor or any one or more of them.
Anyone executing this Guaranty shall be bound by the terms hereof without regard
to execution by anyone else. This Guaranty is binding upon Guarantor, his, their
or its executors, administrators,  successors or assigns, and shall inure to the
benefit of Bank, its successors, endorsees or assigns.
B.
C.  "Guarantor"  as used in this  instrument  shall be  construed as singular or
plural to correspond  with the number of persons  executing  this  instrument as
Guarantor.  The pronouns used in this Agreement are in the masculine  gender but
shall be  construed  as  female  or neuter as an  occasion  may  require.  
D. 
E.
"Collateral"  means the property  subject to a security  interest,  and includes
accounts and chattel  paper which have been sold,  including  but not limited to
all additions and accessions thereto, all replacements or substitutes  therefor,
and all immediate and remote proceeds of the sale or other disposition thereof.

<PAGE>

1. WAIVERS BY GUARANTOR. Guarantor waives notice of acceptance of this Guaranty,
notice  of any  Liability  or  Obligations  to which it may  apply,  and  waives
presentment,  demand for payment,  protest,  notice of dishonor or nonpayment of
any Liabilities,  waiver of notice of intent to accelerate,  waiver of notice of
acceleration  and  notice  of any suit or the  taking  of other  action  by Bank
against  Borrower,  Guarantor  or any other  person and any other  notice to any
party  liable  thereon  (including  Guarantor)  and any  applicable  statute  of
limitations.

Until payment in full of the  Liabilities  and the  Obligations,  each Guarantor
also hereby waives any claim,  right or remedy which such Guarantor may now have
or hereafter  acquire against the Borrower that arises hereunder and/or from the
performance by any Guarantor hereunder including, without limitation, any claim,
remedy  or  right  of  subrogation,  reimbursement,  exoneration,  contribution,
indemnification,  or  participation  in any  claim,  right or remedy of the Bank
against  the  Borrower  or any  security  which  the Bank  now has or  hereafter
acquires,  whether or not such claim,  right or remedy  arises in equity,  under
contract, by statute, under common law or otherwise.

Guarantor  hereby agrees to waive the benefits of any provision of law requiring
that the Bank  exhaust  any right or remedy,  or take any  action,  against  the
Borrower,  any  Guarantor,  any other person and/or  property  including but not
limited to the  provisions  of the Texas Civil  Practice and  Remedies  Code ss.
17.001,  Texas  Rules of Civil  Procedure  Rule 31 and the  Texas  Business  and
Commerce Code ss. 34.03, as amended, or otherwise.

Bank may at any time and from time to time (whether  before or after  revocation
or termination of this Guaranty) without notice to Guarantor (except as required
by law),  without  incurring  responsibility  to Guarantor,  without  impairing,
releasing,  or otherwise affecting the obligations of Guarantor,  in whole or in
part,  and without the  endorsement  or execution by Guarantor of any additional
consent,  waiver or guaranty:  (a) change the manner, place or terms of payment;
(b) change or extend the time of or renew or alter,  any Liability or Obligation
or installment thereof, or any security therefor;  (c) loan additional monies or
extend additional credit to Borrower, with or without security, thereby creating
new  Liabilities  or  Obligations  the payment or  performance of which shall be
guaranteed  hereunder,   and  the  Guaranty  herein  made  shall  apply  to  the
Liabilities and Obligations as so changed, extended, surrendered,  realized upon
or otherwise altered; (d) sell, exchange,  release,  surrender,  realize upon or
otherwise  deal with in any  manner  and in any order any  property  at any time
pledged or mortgaged to secure the  Liabilities  or  Obligations  and any offset
there  against;  (e)  exercise or refrain  from  exercising  any rights  against
Borrower or others  (including  Guarantor)  or act or refrain from acting in any
other  manner;  (f) settle or  compromise  any  Liability or  Obligation  or any
security  therefor and subordinate the payment of all or any part thereof to the
payment  of any  Liability  or  Obligation  of any other  parties  primarily  or
secondarily  liable on any of the  Liabilities  or  Obligations;  (g) release or
compromise  any liability of Guarantor  hereunder or any Liability or Obligation
of any other parties  primarily or secondarily  liable on any of the Liabilities
or Obligations;  or (h) apply any sums from any sources to any Liability without
regard to any Liabilities remaining unpaid.

1. SUBORDINATION. Upon demand of Bank, Guarantor agrees that it will not demand,
take or receive from the Borrower, by set-off or in any other manner, payment of
any liabilities and/or obligations, now and at any time or times hereafter owing
by the Borrower to  Guarantor  unless and until all the  Liabilities  shall have
been  fully  paid,  and any  security  interest,  liens  or  encumbrances  which
Guarantor  now has and from  time to time  hereafter  may  have  upon any of the
assets of the  Borrower  shall be made  subordinate,  junior  and  inferior  and
postponed in priority,  operation and effect to any security interest of Bank in
such assets.
2.
3.  WAIVERS  BY BANK.  No delay  on the  part of Bank in  exercising  any of its
options,  powers or rights,  or any partial or single  exercise  thereof,  shall
constitute a waiver thereof.  No waiver of any of its rights  hereunder,  and no
modification  or amendment of this Guaranty,  shall be deemed to be made by Bank
unless the same shall be in  writing,  duly  signed on behalf of Bank;  and each
such waiver,  if any,  shall apply only with  respect to the  specific  instance
involved,  and shall in no way impair the rights of Bank or the  obligations  of
Guarantor  to Bank in any other  respect at any other time.  
4. 
5.  TERMINATION.
This Guaranty shall  continue until written notice of revocation  signed by each
respective  Guarantor  or until  written  notice of the death of such  Guarantor
shall  actually  have been  received  by Bank,  notwithstanding  change in name,
location,  composition  or  structure  of, or the  dissolution,  termination  or
increase,  decrease or change in personnel,  owners or partners of Borrower,  or
any one or more of Guarantors,  provided,  however, that no notice of revocation
or  termination  hereof shall  affect in any manner  rights  arising  under this
Guaranty  with  respect  to  Liabilities  or  Obligations  that  shall have been
created, contracted, assumed or incurred prior to receipt of such written notice
pursuant to any agreement  entered into by Bank prior to receipt of such notice,
and the sole effect of such notice of revocation or termination  hereof shall be
to exclude from this Guaranty,  Liabilities or  Obligations  thereafter  arising
that are  unconnected  with  Liabilities or Obligations  theretofore  arising or
transactions   entered  into  theretofore.   
6.  
7. PARTIAL INVALIDITY AND/OR ENFORCEABILITY OF GUARANTY. The unenforceability or
invalidity of any provision of this Guaranty shall not affect the enforceability
or validity of any other provision herein and the invalidity or unenforceability
of  any  provision  of any  Loan  Document  as it may  apply  to any  person  or
circumstance  shall not affect the  enforceability or validity of such provision
as it may apply to other persons or circumstances.
8. 
9. In the event Bank is required to  relinquish or return the
payments, the Collateral or the proceeds thereof, in whole or in part, which had
been previously applied to or retained for application against any Liability, by
reason of a  proceeding  arising  under the  Bankruptcy  Code,  or for any other
reason,   this   Guaranty   shall   automatically   continue  to  be   effective
notwithstanding  any previous  cancellation or release effected by the Bank. 
10.
11.  OBLIGATIONS  OF  GUARANTOR.  Upon the  occurrence  of an event of  default,
Guarantor  shall upon demand by Bank,  promptly and with due  diligence  pay all
Liabilities and perform and satisfy for the benefit of Bank all Obligations. 
12.
13.  Guarantor  will not  become a party to a merger or  consolidation  with any
other  company,  except as provided  in the Loan  Agreement.  Guarantor  further
agrees that this  Guaranty  Agreement  shall be binding,  legal and  enforceable
against  Guarantor  in the event  Borrower  changes its name,  status or type of
entity. 
14. 
15. FINANCIAL AND OTHER INFORMATION. In entering into this Guaranty,
the  Guarantor  has not  relied  upon any  representation  of the Bank as to the
financial  condition,   operation  or  creditworthiness  of  the  Borrower.  The
Guarantor further agrees that the Bank shall have no duty or responsibility  now
or hereafter to make any investigation or appraisal of the Borrower on behalf of
the Guarantor or to provide the Guarantor  with any credit or other  information
which may come to its attention now or hereafter.  
16. 
17. NOTICES.  All notices
required or permitted to be given to Bank herein shall be sent by  registered or
certified mail, return receipt requested to the Bank at the address shown in the
preamble  to this  agreement.  Guarantor  agrees  that all  notices  required or
permitted  to be given to Guarantor  shall be sent by first class mail,  postage


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<PAGE>

prepaid  United  States  mail.  The  parties  agree  that  the  notice  shall be
considered  received by Guarantor five (5) days after being placed in the United
States mail.  
18. 
19.  EVENTS OF DEFAULT.  The  following  are events of default
hereunder:  (a) an Event of Default as defined in the Loan Agreement shall occur
and be  continuing;  or (b)  termination  of  Guaranty  by  Guarantor.  
20.  
21.
REMEDIES. Upon the occurrence of any event of default hereunder, Bank shall have
all of the remedies of a creditor  and, to the extent  applicable,  of a secured
party,  under all  applicable  law, and without  limiting the  generality of the
foregoing, Bank may, at its option and without notice of demand: (a) declare any
Liability  accelerated  and due and payable at once; and (b) take  possession of
any Collateral wherever located, and sell, resell, assign,  transfer and deliver
all or any part of said  Collateral  of Borrower or  Guarantor  at any public or
private sale or otherwise  dispose of any or all of the  Collateral  in its then
condition,  for cash or on  credit or for  future  delivery,  and in  connection
therewith Bank may impose reasonable conditions upon any such sale. Bank, unless
prohibited by law the provisions of which cannot be waived,  may purchase all or
any part of said  Collateral to be sold, free from and discharged of all trusts,
claims,  rights  or  redemption  and  equities  of  the  Borrower  or  Guarantor
whatsoever;  Guarantor  acknowledges  and agrees that the sale of any Collateral
through any nationally recognized broker-dealer,  investment banker or any other
method  common  in the  securities  industry  shall  be  deemed  a  commercially
reasonable  sale  under the  Uniform  Commercial  Code or any  other  equivalent
statute or federal law, and expressly  waives notice  thereof except as provided
herein;  and (c) set-off  against any or all  liabilities of Guarantor all money
owed by Bank in any capacity to  Guarantor  whether or not due, and also set-off
against all other Liabilities of Borrower or Guarantor to Bank all money owed by
Bank in any  capacity to any  Borrower or  Guarantor,  and if exercised by Bank,
Bank shall be deemed to have  exercised such right of set-off and to have made a
charge  against any such money  immediately  upon the occurrence of such default
although made or entered on the books subsequent thereto. 
22. 
23. ATTORNEY FEES,
Cost and Expenses.  Guarantor  shall pay all costs of collection  and reasonable
attorney's  fees,  including  reasonable  attorney's fees in connection with any
suit,  mediation or  arbitration  proceeding,  out of court  payment  agreement,
trial, appeal, bankruptcy proceedings or otherwise,  incurred or paid by Bank in
enforcing the payment of any  Liability or enforcing or preserving  any right or
interest of Bank  hereunder,  including the  collection,  preservation,  sale or
delivery  of any  Collateral  from  time to time  pledged  to  Bank,  and  after
deducting such fees, costs and expenses from the proceeds of sale or collection,
Bank may apply any residue to pay any of the  Liabilities  and  Guarantor  shall
continue to be liable for any deficiency  with interest at the rate specified in
any instrument  evidencing the Liability or, at the Bank's option,  equal to the
highest lawful rate,  which shall remain a liability.  
24.
25.  PRESERVATION  OF  PROPERTY.  Bank  shall  not be bound  to take  any  steps
necessary to preserve any rights in any of the property of Guarantor  pledged to
Bank to secure Guarantor's  obligations  against prior parties who may be liable
in connection  therewith,  and  Guarantor  hereby agrees to take any such steps.
Bank,  nevertheless,  at any time, may (a) take any action it deems  appropriate
for the care or  preservation  of such property or of any rights of Guarantor or
Bank therein,  (b) demand,  sue for, collect or receive any money or property at
any time due,  payable  or  receivable  on  account  of or in  exchange  for any
property of Guarantor,  (c) compromise and settle with any person liable on such
property, or (d) extend the time of payment or otherwise change the terms of the
Loan Documents as to any party liable on the Loan Documents,  all without notice
to,  without  incurring  responsibility  to, and  without  affecting  any of the
obligations or liabilities of Guarantor.
26. 
27. Collateral.  Bank shall have a properly perfected security
interest in all of Guarantor's  funds on deposit with Bank to secure the balance
of any liabilities  and/or  obligations  that Guarantor may now or in the future
owe the Bank.  Bank is granted a  contractual  right of set-off  and will not be
liable  for  dishonoring  checks or  withdrawals  where the  exercise  of Bank's
contractual right of set-off or security interest results in insufficient  funds
in  Guarantor's  account.  As authorized by law,  Guarantor  grants to Bank this
contractual  right of set-off and security interest in all property of Guarantor
now or at anytime hereafter in the possession of Bank, including but not limited
to any joint account,  special  account,  account by the entireties,  tenancy in
common,  and all dividends and  distributions now or hereafter in the possession
or control of Bank. 
28. 
29. LIMITATION. It is the intention of Guarantor and the
Bank that the amount of the Liabilities and Obligations  guaranteed by Guarantor
by this Guaranty shall be in, but not in excess of, the maximum amount permitted
by fraudulent  conveyance,  fraudulent transfer or similar laws applicable as to
Guarantor.  Accordingly,  notwithstanding  anything to the contrary contained in
this Guaranty or any other  agreement or instrument  executed in connection with
the payment of any of the  Limitations  and the  Obligations,  the amount of the
Liabilities and the  Obligations  guaranteed by Guarantor by this Guaranty shall
be limited to that amount which after giving effect thereto would not (i) render
Guarantor  insolvent,  (ii) result in the fair  saleable  value of the assets of
Guarantor  being  less  than the  amount  required  to pay its  debts  and other
liabilities  (including  contingent  liabilities) as they mature, or (iii) leave
Guarantor  with  unreasonably  small  capital to carry out its  business  as now
conducted and as proposed to be conducted,  including its capital needs, as such
concepts described in (i), (ii) and (iii) herein are determined under applicable
law, if the  obligations of Guarantor  hereunder  would  otherwise be set aside,
terminated,  annulled  or  avoided  for  such  reason  by a court  of  competent
jurisdiction in a proceeding actually pending before such court. For purposes of
this  Guaranty,  the term  "applicable  law" means as to Guarantor each statute,
law, ordinance,  regulation, order, judgment, injunction or decree of the United
States or any state or commonwealth,  any municipality,  any foreign country, or
any  territory,   possession  or  tribunal  applicable  to  Guarantor.  
30.  
31.
ARBITRATION.  ANY  CONTROVERSY  OR CLAIM  BETWEEN  OR AMONG THE  PARTIES  HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS  AGREEMENT
OR ANY  RELATED  AGREEMENTS  OR  INSTRUMENTS,  INCLUDING  ANY CLAIM  BASED ON OR
ARISING FROM AN ALLEGED  TORT,  SHALL BE DETERMINED  BY BINDING  ARBITRATION  IN
ACCORDANCE  WITH  THE  FEDERAL  ARBITRATION  ACT  (OR  IF  NOT  APPLICABLE,  THE
APPLICABLE  STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE  ARBITRATION
OF COMMERCIAL  DISPUTES OF JUDICIAL  ARBITRATION  AND MEDIATION  SERVICES,  INC.
(J.A.M.S.),  AND THE  "SPECIAL  RULES"  SET  FORTH  BELOW.  IN THE  EVENT OF ANY
INCONSISTENCY,  THE SPECIAL RULES SHALL CONTROL.  JUDGMENT UPON ANY  ARBITRATION
AWARD  MAY BE  ENTERED  IN ANY  COURT  HAVING  JURISDICTION.  ANY  PARTY TO THIS
AGREEMENT MAY BRING AN ACTION,  INCLUDING A SUMMARY OR EXPEDITED PROCEEDING,  TO
COMPEL  ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT  APPLIES
IN ANY COURT HAVING  JURISDICTION  OVER SUCH ACTION.  
32. 
A.  SPECIAL  RULES.  THE  ARBITRATION  SHALL  BE  CONDUCTED  IN THE  CITY OF THE
BORROWER'S  DOMICILE AT THE TIME OF THIS AGREEMENT'S  EXECUTION AND ADMINISTERED
BY J.A.M.S.  WHO WILL APPOINT AN  ARBITRATOR;  IF J.A.M.S.  IS UNABLE OR LEGALLY
PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN THE AMERICAN


                                       3
<PAGE>

ARBITRATION   ASSOCIATION  WILL  SERVE.  ALL
ARBITRATION  HEARINGS  WILL  BE  COMMENCED  WITHIN  90 DAYS  OF THE  DEMAND  FOR
ARBITRATION;  FURTHER,  THE ARBITRATOR  SHALL ONLY,  UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE  COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60
DAYS. 
B. 
C. RESERVATION OF RIGHTS.  NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO
(I) LIMIT THE APPLICABILITY OF ANY OTHERWISE  APPLICABLE  STATUTES OF LIMITATION
OR REPOSE AND ANY WAIVERS  CONTAINED IN THIS  AGREEMENT;  OR (II) BE A WAIVER BY
THE  BANK  OF  THE  PROTECTION  AFFORDED  TO IT  BY 12  U.S.C.  SEC.  91 OR  ANY
SUBSTANTIALLY  EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF THE BANK HERETO
(A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SET-OFF,  OR (B)
TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL,  OR (C) TO OBTAIN
FROM A COURT  PROVISIONAL  OR  ANCILLARY  REMEDIES  SUCH AS (BUT NOT LIMITED TO)
INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A RECEIVER. THE BANK
MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH
PROVISIONAL OR ANCILLARY  REMEDIES  BEFORE,  DURING OR AFTER THE PENDENCY OF ANY
ARBITRATION  PROCEEDING  BROUGHT  PURSUANT TO THIS AGREEMENT.  AT BANK'S OPTION,
FORECLOSURE  UNDER A DEED OF TRUST OR MORTGAGE MAY BE ACCOMPLISHED BY ANY OF THE
FOLLOWING:  THE EXERCISE OF A POWER OF SALE UNDER THE DEED OF TRUST OR MORTGAGE,
OR BY  JUDICIAL  SALE  UNDER  THE  DEED OF  TRUST OR  MORTGAGE,  OR BY  JUDICIAL
FORECLOSURE.  NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR
MAINTENANCE OF AN ACTION FOR  FORECLOSURE  OR PROVISIONAL OR ANCILLARY  REMEDIES
SHALL  CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,  INCLUDING THE CLAIMANT IN
ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING
RESORT  TO SUCH  REMEDIES.  
D. 
33.  NOTICE  OF  FINAL  AGREEMENT.  THIS  WRITTEN
CONTINUING AND UNCONDITIONAL GUARANTY 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.  
34. 
35. 
36.  Dated:  February 10, 1998 
37. 
38.
NATIONSBANK OF TEXAS, N.A.



By:  
      /s/ Teena Belcik
      ----------------------------
      Teena Belcik, Vice President


                                       4

<PAGE>


                             Guarantors:

                             SYNTERA TECHNOLOGIES, INC., a Delaware corporation



                             By:     /s/ Jackie Fife
                             Name:       J.L Fife
                             Title:      President


                             APS REALTY, INC., a Texas corporation



                             By:     /s/ William H Hayes
                             Name:       W.H. Hayes
                             Title:      VP