Exhibit 10.106

                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") is by and between American
Physicians Service Group, Inc., a Texas corporation ("Employer") and William H.
Hayes, an individual ("Executive"), and shall be effective as of April 1, 2002
(the "Effective Date").

                             Preliminary Statements

         Executive desires to be employed by Employer upon the terms and
conditions stated herein, and Employer desires to employ Executive provided
that, in so doing, it can protect its confidential information, business,
accounts, patronage and goodwill.

         Employer and Executive have specifically determined that the terms of
this Agreement are fair and reasonable.

                             Statement of Agreement

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for other good, valuable and binding consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:

                                   ARTICLE I.
                      Term; Termination; Prior Agreements.

         Section 1.1     TERM.  Employer  hereby hires  Executive and  Executive
accepts such  employment  for a term of three years commencing on the Effective
Date.

         Section 1.2 TERMINATION UPON EXPIRATION. Unless earlier terminated by
Employer or Executive in accordance with the terms of this Agreement, this
Agreement shall terminate automatically upon the expiration of the three-year
term described in Section 1.1.

         Section 1.3 TERMINATION UPON DEATH OR PERMANENT DISABILITY. This
Agreement shall be automatically terminated on the death of Executive or on the
permanent disability of Executive if Executive is no longer able to perform in
all material respects the usual and customary duties of Executive's employment
hereunder. For purposes hereof, any condition which in reasonable likelihood is
expected to impair Executive's ability to materially perform Executive's duties
hereunder for a period of three months or more shall be considered to be
permanent.

         Section 1.4 TERMINATION FOR CAUSE. If this Agreement has not been
previously terminated, and no party has previously given notice of termination
pursuant to Section 1.5, Section 1.6 or Section 1.7, then Employer may terminate
this Agreement "for cause" if:

                  (a) In connection with the business of Employer, Executive is
convicted of an offense constituting a felony or involving moral turpitude; or
<PAGE>

                  (b) in a material and substantial way, (i) Executive (A)
violates any written policy of Employer, (B) violates any provision of this
Agreement, (C) fails to follow reasonable written instructions or directions
from the Board of Directors of Employer (the "Board"), or any person authorized
by the Board to instruct or supervise Executive (for purposes of this Agreement,
any such authorized person is referred to as an "Authorized Board Designee"), or
(D) fails to use good-faith efforts to perform the services required pursuant to
this Agreement; and (ii) Executive fails to materially cure such violation or
failure within fifteen days after receiving written notice from the Board
clearly specifying the act or circumstances that gave rise to such violation or
failure.

         A notice of termination pursuant to this Section shall be in writing
and shall state the alleged reason for termination. Executive, within not less
than fifteen nor more than thirty days after such notice, shall be given the
opportunity to appear before the Board, or a committee thereof, to rebut or
dispute the alleged reason for termination. If the Board or committee
determines, by a majority of the disinterested directors, after having given
Executive the opportunity to rebut or dispute the allegations, that such reason
is indeed valid, Employer may immediately terminate Executive's employment under
this Agreement for cause. Immediately upon giving the notice contemplated by
this paragraph, Employer may elect, during the pendency of such inquiry, to
relieve Executive of Executive's regular duties.

         Section 1.5 TERMINATION FOR GOOD REASON. Any termination by Executive
of this Agreement pursuant to this Section shall be deemed a termination by
Executive for "good reason". Executive may terminate this Agreement for good
reason any time after a Change of Control in accordance with any of the
following (with the further agreement that any election by Executive to not
terminate this Agreement pursuant to this Section following a particular Change
of Control shall not prevent the application of this Section to a subsequent
Change of Control):

                  (a) Executive may terminate this Agreement for any or no
reason upon six months prior written notice, which notice cannot be given before
the consummation of such Change of Control or after the expiration of the term
of this Agreement pursuant to Section 1.1;

                  (b) Executive may terminate this Agreement upon thirty days
prior written notice if Executive's base salary, as provided hereunder, is
diminished;

                  (c) Executive may terminate this Agreement upon thirty days
prior written notice if Employer requires that Executive move to a city other
than Austin;

                  (d) Executive may terminate this Agreement upon thirty days
prior written notice if the Board or any Authorized Board Designee materially
and unreasonably interferes with Executive's ability to fulfill Executive's job
duties; or

                  (e) Executive may terminate this Agreement upon thirty days
prior written notice if Executive is reassigned to a position with diminished
responsibilities, or Executive's job responsibilities are materially narrowed or
diminished.

         Without limiting the provisions of Section 1.8 hereof, Executive agrees
that Employer can relieve Executive of Executive's duties hereunder prior to the
end of the applicable notice period provided for in this Section, and in such
event, Executive shall not thereafter be entitled to any of the benefits or
salary described in Article III hereof. Furthermore, if the term of this
Agreement expires pursuant to Section 1.1 prior to the end of any notice period
otherwise required under this Section, then the applicable notice period does
<PAGE>

not apply and notice may be given at any time prior to expiration pursuant to
Section 1.1.

         Section 1.6 TERMINATION OF AGREEMENT BY EMPLOYER WITHOUT CAUSE.
Employer has the right to terminate this Agreement, other than "for cause," on
30 days prior written notice. Any termination of this Agreement by Employer
other than pursuant to the express terms of Section 1.2, Section 1.3 or Section
1.4 shall be deemed a termination pursuant to this Section, irrespective of
whether the notice required under this Section is properly given.

         Section 1.7 TERMINATION OF AGREEMENT BY EXECUTIVE WITHOUT GOOD REASON.
Executive may terminate Executive's employment, other than for "good reason,"
upon 30 days prior written notice stating that this Agreement is terminated
other than for "good reason". Executive agrees that Employer can relieve
Executive of Executive's duties hereunder prior to the end of such 30 day notice
period, and in such event, Executive shall not thereafter be entitled to any of
the benefits or salary described in Article III hereof.

         Section 1.8 EXECUTIVE'S RIGHTS UPON TERMINATION. Upon termination of
this Agreement, Executive shall be entitled to the following:

                  (a) If this Agreement is terminated pursuant to Section 1.2,
Section 1.3, Section 1.4, or Section 1.7 then Employer shall pay Executive or
Executive's representative, as the case may be, Executive's then-current base
salary (excluding any bonuses and non-cash benefits) through the effective date
of termination (which, in the case of Section 1.7, shall follow any portion of
the applicable notice period during which Executive has not been relieved of
Executive's duties hereunder), and Employer shall have no further obligations
hereunder.

                  (b) If Employer terminates this Agreement without cause
pursuant to Section 1.6, or Executive terminates this Agreement pursuant to
Section 1.5, then, in addition to receiving Executive's then current base salary
through the effective date of termination:

                           (i) Executive shall receive within 15 days of the
         effective date of termination a lump-sum payment equal to the greater
         of (A) two and 99/100 (2.99) times the average annual total cash
         compensation earned by Executive for the prior five years (including,
         without limitation, salary and bonus), or (B) the total cash
         compensation that would otherwise have been payable to Executive
         throughout the remainder of the term of this Agreement assuming that
         Executive's current compensation (including the amount of any bonuses
         for the immediately preceding calendar year) would have remained the
         same throughout the remainder of the term; and

                           (ii) unless the termination was by Executive pursuant
         to Section 1.5(a), Executive shall be released from the provisions of
         Section 4.2, notwithstanding that the provisions of such Section would
         otherwise survive termination of this Agreement pursuant to Section
         1.9.

         Executive and Employer agree that the effective date of any termination
pursuant to Section 1.5 shall be the earlier of the end of the applicable notice
period, if any, or the date on which Employer relieves Executive of Executive's
duties hereunder. Executive and Employer agree that the effective date of any
termination pursuant to Section 1.6 hereof shall be only upon the expiration of
the 30 day notice period described in Section 1.6, regardless of whether
<PAGE>

Employer earlier relieves Executive of Executive's duties hereunder.
Furthermore, if this Agreement is terminated after a Change of Control, and
Executive holds any rights or options exercisable or exchangeable for, or
convertible into, a class of capital stock of Employer that is not or will not
be publicly traded on the NASDAQ or another national exchange after such
termination or Change of Control, then Employer agrees to buy from Executive all
such rights and options that have an exercise price below the per share price
assigned to the capital stock in the Change of Control, or if no price was
assigned, the per share market price on the date of the Change of Control
(whichever price is applicable, the "Market Price"). The purchase price for each
such right or option shall be determined by multiplying the number of shares of
capital stock that may be acquired using such right or option by the difference
between the exercise price stated in such right or option and the Market Price.

         Section 1.9 SURVIVAL. Any termination of this Agreement and Executive's
employment as a result thereof shall not release either Employer or Executive
from their respective obligations to the date of termination nor from the
provisions of this Agreement which, by necessary or reasonable implication, are
intended to apply after termination of this Agreement, including, without
limitation, the provisions of Article IV. Furthermore, neither the termination
of this Agreement nor the termination of Executive's employment under this
Agreement shall affect, limit, or modify in any manner the existence or
enforceability of any other written agreement between Executive and Employer,
even if such other agreements provide employment related benefits to Executive.

         Section 1.10 "CHANGE OF CONTROL." As used in this Agreement, "Change of
Control" shall mean the occurrence of any of the following:

                  (a) Any person, entity or "group" within the meaning of ss.
13(d) or 14(d) of the of the Securities and Exchange Act of 1934 (the "Exchange
Act") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than 50% of the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
the Board;

                  (b) a merger, reorganization or consolidation whereby
Employer's equity holders existing immediately prior to such merger,
reorganization or consolidation do not, immediately after consummation of such
reorganization, merger or consolidation, own more than 50% of the combined
voting power of the surviving entity's then outstanding voting securities
entitled to vote generally in the election of directors;

                  (c) the sale of all or substantially all of Employer's assets
to an entity in which Employer, any subsidiary of Employer, or Employer's equity
holders existing immediately prior to such sale beneficially own less than 50%
of the combined voting power of such acquiring entity's then outstanding voting
securities entitled to vote generally in the election of directors; or

                  (d) any change in the identity of directors constituting a
majority of the Board within a twenty-four month period unless the change was
approved by a majority of the Incumbent Directors, where "Incumbent Director"
means a member of the Board at the beginning of the period in question,
including any director who was not a member of the Board at the beginning of
such period but was elected or nominated to the Board by, or on the
recommendation of or with the approval of, at least two-thirds of the directors
who then qualified as Incumbent Directors.
<PAGE>

                                   ARTICLE II.
                               Duties of Executive

         Subject to the approvals by and the ultimate supervision of the Board
and each Authorized Board Designee, Executive during the term hereof shall serve
as Employer's Senior Vice President and Secretary. Subject to the control of the
Board and any Authorized Board Designee, Executive shall have the
responsibilities commensurate with Executive's title and as otherwise provided
in Employer's bylaws and other governing documents, but in any event, construed
in a manner generally consistent with the responsibilities of Executive that
existed immediately prior to the Effective Date.

         During the period of employment hereunder, Executive shall devote
substantially all of Executive's professional time and best efforts to the
business of Employer for the profit, benefit and advantage of Employer, and
shall perform such other services as shall be designated, from time to time, by
the Board or any Authorized Board Designee; provided, however, that this Section
shall not be construed as preventing Executive from investing Executive's
personal assets in business ventures that do not compete with Employer or
Employer's Affiliates (as hereinafter defined) or are not otherwise prohibited
by this Agreement, and spending reasonable amounts of personal time in the
management thereof. Executive shall use Executive's best efforts to promote the
interests of Employer and Employer's Affiliates, and to preserve their goodwill
with respect to their employees, customers, suppliers and other persons having
business relations with Employer. Executive agrees to accept and hold all such
offices and/or directorships with Employer and Employer's Affiliates as to which
Executive may, from time to time, be elected. For purposes of this Agreement,
Employer's subsidiaries, parent companies and other affiliates are collectively
referred to as "Affiliates."

                                  ARTICLE III.
                         Salary; Expense Reimbursements

         Section 3.1 SALARY. As compensation for Executive's service under and
during the term of this Agreement (or until terminated pursuant to the
provisions hereof) Employer shall pay Executive a salary of $9,583 per calendar
month (prorated for partial months), payable in accordance with the regular
payroll practices of Employer, as in effect from time to time. Such salary shall
be subject to withholding for the prescribed federal income tax, social security
and other items as required by law and for other items consistent with
Employer's policy with respect to health insurance and other benefit plans for
similarly situated employees of Employer in which Executive may elect to
participate.

         Section 3.2 OTHER BENEFITS. During the term of this Agreement,
Executive also shall be entitled to the same amount of paid vacation per year as
was available to Executive and other senior management executives of Employer
under the policy of Employer in effect on the Effective Date. Executive will not
be paid for unused vacation, and unused vacation cannot be carried forward to
subsequent years. Without limiting the foregoing, Executive shall also receive
such paid sick leave, insurance and other fringe benefits as are generally made
available to other personnel of Employer in comparable positions, with
comparable service credit and with comparable duties and responsibilities. Any
benefits in excess of those granted other salaried employees of Employer shall
be subject to the prior approval of the Board.
<PAGE>

         Section 3.3 BONUSES. In the discretion of the Board, and without
implying any obligation on Employer ever to award a bonus to Executive,
Executive may from time to time be awarded a cash bonus or bonuses for services
rendered to Employer during the term of Executive's employment under this
Agreement. If and to the extent a bonus is ever considered for Executive, it is
expected that any such bonus will be based not only on Executive's individual
performance and Executive's relative position, service tenure and
responsibilities with Employer, but also on the performance and profitability of
the entire business of Employer.

         Section 3.4 EXPENSES. Employer shall reimburse all reasonable
out-of-pocket travel and business expenses incurred by Executive in connection
with the performance of Executive's duties pursuant to this Agreement. Executive
shall provide Employer with documentation of Executive's expenses, in a form
acceptable to Employer and which satisfies applicable federal income tax
reporting and record keeping requirements.

         Section 3.5 LOCATION OF EMPLOYMENT. The parties acknowledge and agree
that Executive's employment duties hereunder are performable in Austin, Texas,
subject to business travel commensurate with Executive's duties hereunder and as
otherwise requested by Employer.

                                   ARTICLE IV.
                        Executive's Restrictive Covenants

         Section 4.1 CONFIDENTIALITY AGREEMENT. Executive acknowledges that
Executive has been and will continue to be exposed to confidential information
and trade secrets ("Proprietary Information") pertaining to, or arising from,
the business of Employer and/or Employer's Affiliates, that such Proprietary
Information is unique and valuable and that Employer and/or Employer's
Affiliates would suffer irreparable injury if this information were divulged to
those in competition with Employer or Employer's Affiliates. Therefore,
Executive agrees to keep in strict secrecy and confidence, both during and after
the period of Executive's employment, any and all information which Executive
acquires, or to which Executive has access, during Executive's employment by
Employer, that has not been publicly disclosed by Employer or Employer's
Affiliates, that is not a matter of common knowledge by their respective
competitors or that is not required to be disclosed through legal process. The
Proprietary Information covered by this Agreement shall include, but shall not
be limited to, information relating to any inventions, processes, software,
formulae, plans, devices, compilations of information, technical data, mailing
lists, management strategies, business distribution methods, names of suppliers
(of both goods and services) and customers, names of employees and terms of
employment, arrangements entered into with suppliers and customers, including,
but not limited to, proposed expansion plans of Employer, marketing and other
business and pricing strategies, and trade secrets of Employer and/or Employer's
Affiliates.

         Except with prior approval of the Board or any Authorized Board
Designee, Executive will not, either during or after Executive's employment
hereunder: (a) directly or indirectly disclose any Proprietary Information to
any person except authorized personnel of Employer; nor, (b) use Proprietary
Information in any manner other than in furtherance of the business of Employer.
Upon termination of employment, whether voluntary or involuntary, within
forty-eight hours of termination, Executive will deliver to Employer (without
<PAGE>

retaining copies thereof) all documents, records or other memorializations
including copies of documents and any notes which Executive has prepared, that
contain Proprietary Information or relate to Employer's or Employer's
Affiliates' business, all other tangible Proprietary Information in Executive's
possession or control, and all of Employer's and the Affiliates' credit cards,
keys, equipment, vehicles, supplies and other materials that are in possession
or under Executive's control.

         Section 4.2 NONSOLICITATION AGREEMENT. During Executive's employment
hereunder and for a period of three years after Executive ceases to be employed
by Employer, Executive shall not, directly or indirectly, for Executive's own
account or otherwise (i) solicit business from, divert business from, or attempt
to convert to other methods of using the same or similar products or services as
provided by Employer or Employer's Affiliates, any client, account or location
of Employer or Employer's Affiliates with which Executive has had any contact as
a result of Executive's employment hereunder; or (ii) solicit for employment or
employ any employee or former employee of Employer or Employer's Affiliates.

         Section 4.3 REMEDIES. Executive understands and acknowledges damages at
law alone will be an insufficient remedy for Employer and Employer will suffer
irreparable injury if Executive violates the terms of this Agreement.
Accordingly, Employer, upon application to a court of competent jurisdiction,
shall be entitled to injunctive relief to enforce the provisions of this
Agreement in the event of any breach, or threatened breach, of its terms.
Executive hereby waives any requirement that Employer post bond or other
security prior to obtaining such injunctive relief. Injunctive relief may be
sought in addition to any other available rights or remedies at law. Employer
shall additionally be entitled to reasonable attorneys' fees incurred in
enforcing the provisions of this Agreement.

                                   ARTICLE V.
                                  Miscellaneous

         Section 5.1 ASSIGNMENT. No party to this Agreement may assign this
Agreement or any or all of its rights or obligations hereunder without first
obtaining the written consent of all other parties hereto. Any assignment in
violation of the foregoing shall be null and void. Subject to the preceding
sentences of this Section, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, legal representatives, successors and permitted assigns. This
Agreement shall not be deemed to confer upon any person not a party to this
Agreement any rights or remedies hereunder. The provisions of this Section do
not preclude the sale, transfer or assignment of the ownership interests of any
entity that is a party to this Agreement, although such a sale, transfer or
assignment may be expressly prohibited or conditioned pursuant to other
provisions of this Agreement.

         Section 5.2 Amendments. This Agreement cannot be modified or amended
except by a written agreement executed by all parties hereto.

         Section 5.3 Waiver of Provisions; Remedies Cumulative. Any waiver of
any term or condition of this Agreement must be in writing, and signed by all of
the parties hereto. The waiver of any term or condition hereof shall not be
<PAGE>

construed as either a continuing waiver with respect to the term or condition
waived, or a waiver of any other term or condition hereof. No party hereto shall
by any act (except by written instrument pursuant to this Section), delay,
indulgence, omission or otherwise be deemed to have waived any right, power,
privilege or remedy hereunder or to have acquiesced in any default in or breach
of any of the terms and conditions hereof. No failure to exercise, nor any delay
in exercising, on the part of any party hereto, any right, power, privilege or
remedy hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power, privilege or remedy hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power,
privilege or remedy. No remedy set forth in this Agreement or otherwise
conferred upon or reserved to any party shall be considered exclusive of any
other remedy available to any party, but the same shall be distinct, separate
and cumulative and may be exercised from time to time as often as occasion may
arise or as may be deemed expedient.

         Section 5.4 Further Assurances. At and from time to time after the
Closing, each party shall, at the request of another party hereto, but without
further consideration, execute and deliver such other instruments and take such
other actions as the requesting party may reasonably request in order to more
effectively evidence or consummate the transactions or activities contemplated
hereunder.

         Section 5.5 Entire Agreement. This Agreement and the agreements
contemplated hereby or executed in connection herewith constitute the entire
agreement of the parties hereto regarding the subject matter hereof and, except
as provided otherwise herein, supersede all prior agreements and understandings,
both written and oral, among the parties hereto with respect to the subject
matter hereof.

         Section 5.6 SEVERABILITY; Illegality. In the event any state or federal
laws or regulations, now existing or enacted or promulgated after the date
hereof, are interpreted by judicial decision, a regulatory agency or legal
counsel in such a manner as to indicate that any provision hereof may be
illegal, invalid or unenforceable, such provision shall be fully severable and
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance
herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a
provision that (a) preserves the underlying economic and financial arrangements
between the parties hereto without substantial economic detriment to any
particular party and (b) is as similar in effect to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
No party to this Agreement shall claim or assert illegality as a defense to the
enforcement of this Agreement or any provision hereof; instead, any such
purported illegality shall be resolved pursuant to the terms of this Section.

         Section 5.7 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES GOVERNING
CONFLICTS OF LAWS) OF THE STATE OF TEXAS.

         Section 5.8 LANGUAGE CONSTRUCTION. This Agreement shall be construed,
in all cases, according to its fair meaning, and without regard to the identity
of the person who drafted the various provisions contained herein. The parties
acknowledge that each party and its counsel have reviewed and revised this
<PAGE>

Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation hereof. As used in this Agreement, "day" or "days" refers
to calendar days unless otherwise expressly stated in each instance. The
captions in this Agreement are for convenience of reference only and shall not
limit or otherwise affect any of the terms or provisions hereof. When the
context requires, the gender of all words used herein shall include the
masculine, feminine and neuter and the number of all words shall include the
singular and plural. Use of the words "herein", "hereof", "hereto", "hereunder"
and the like in this Agreement shall be construed as references to this
Agreement as a whole and not to any particular Article, Section or provision of
this Agreement, unless otherwise expressly noted.

         Section 5.9 NOTICE. Whenever this Agreement requires or permits any
notice, request, or demand from one party to another, the notice, request, or
demand must be in writing to be effective and shall be deemed to be delivered
and received (a) if personally delivered or if delivered by facsimile or courier
service, when actually received by the party to whom notice is sent or (b) if
delivered by mail (whether actually received or not), at the close of business
on the third business day next following the day when placed in the mail,
postage prepaid, certified or registered, addressed to the appropriate party or
parties, at the address of such party set forth below (or at such other address
as such party may designate by written notice to all other parties in accordance
herewith):

     If to Employer:           American Physicians Service Group, Inc.
                               1301 Capital of Texas Hwy, Suite C-300
                               Austin, TX  78746
                               Attention:  Board of Directors
                               Facsimile Transmission:  (512) 314-4398


     If to Executive:          William H. Hayes
                               10901 Beacham Ct.
                               Austin, TX  78739


         Section 5.10 CHOICE OF FORUM; ATTORNEYS' FEES. THE PARTIES HERETO AGREE
THAT THIS AGREEMENT IS PERFORMABLE IN WHOLE AND IN PART IN TRAVIS COUNTY, TEXAS,
AND SHOULD ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT BE
INSTITUTED BY ANY PARTY HERETO (OTHER THAN A SUIT, ACTION OR PROCEEDING TO
ENFORCE OR REALIZE UPON ANY FINAL COURT JUDGMENT ARISING OUT OF THIS AGREEMENT),
SUCH SUIT, ACTION OR PROCEEDING SHALL BE INSTITUTED ONLY IN A STATE OR FEDERAL
COURT IN TRAVIS COUNTY, TEXAS. EACH OF THE PARTIES HERETO CONSENTS TO THE IN
PERSONAM JURISDICTION OF ANY STATE OR FEDERAL COURT IN TRAVIS COUNTY, TEXAS AND
WAIVES ANY OBJECTION TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING. THE
PARTIES HERETO RECOGNIZE THAT COURTS OUTSIDE TRAVIS COUNTY, TEXAS MAY ALSO HAVE
JURISDICTION OVER SUITS, ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT,
AND IN THE EVENT THAT ANY PARTY HERETO SHALL INSTITUTE A PROCEEDING INVOLVING
THIS AGREEMENT IN A JURISDICTION OUTSIDE TRAVIS COUNTY, TEXAS, THE PARTY
INSTITUTING SUCH PROCEEDING SHALL INDEMNIFY ANY OTHER PARTY HERETO FOR ANY
LOSSES AND EXPENSES THAT MAY RESULT FROM THE BREACH OF THE FOREGOING COVENANT TO
INSTITUTE SUCH PROCEEDING ONLY IN A STATE OR FEDERAL COURT IN TRAVIS COUNTY,
<PAGE>

TEXAS, INCLUDING WITHOUT LIMITATION ANY ADDITIONAL EXPENSES INCURRED AS A RESULT
OF LITIGATING IN ANOTHER JURISDICTION, SUCH AS REASONABLE FEES AND EXPENSES OF
LOCAL COUNSEL AND TRAVEL AND LODGING EXPENSES FOR PARTIES, WITNESSES, EXPERTS
AND SUPPORT PERSONNEL. THE PREVAILING PARTY IN ANY ACTION TO ENFORCE OR DEFEND
RIGHTS UNDER THIS AGREEMENT SHALL BE ENTITLED TO RECOVER ITS COSTS AND
REASONABLE ATTORNEYS' FEES IN ADDITION TO ANY OTHER RELIEF GRANTED.

         Section 5.11 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

                            [Signature page follows]



<PAGE>





                                 SIGNATURE PAGE
                                       TO
                         EXECUTIVE EMPLOYMENT AGREEMENT

         EXECUTED by Employer and Executive to be effective for all purposes as
of the Effective Date provided above.

EMPLOYER:                 AMERICAN PHYSICIANS SERVICE GROUP, INC.

                          /s/ Kenneth S. Shifrin
                          ---------------------------
                          Kenneth S.  Shifrin,  President  and Chief  Executive
                                                Officer

EXECUTIVE:
                          /s/ William H. Hayes
                          ------------------------
                          William H. Hayes