Exhibit 10.39
                            SHARE EXCHANGE AGREEMENT


         This Share Exchange  Agreement  (this  "Agreement") is made and entered
into  as of the 1st day of  April,  1998,  by and  between  American  Physicians
Service Group, Inc., a Texas corporation ("APS") and Antonio Cavazos,  Jr., M.D.
(the "Shareholder").

                                R E C I T A L S:

         WHEREAS,  pursuant to that certain Agreement and Plan of Reorganization
(the "Merger  Agreement")  entered into by Shareholder of even date herewith and
the other  contracts and  agreements to which  Shareholder  was, or was to be, a
party as contemplated in the Merger Agreement (the Merger Agreement and all such
other contracts and agreements are  hereinafter  referred to collectively as the
"Acquisition Documents"), Shareholder has acquired or will acquire 30,276 shares
(the "PM Shares") of the $0.001 par value per share common stock of APS Practice
Management, Inc., a Texas corporation ("Practice Management"); and

         WHEREAS,  APS has agreed,  on the terms and  subject to the  conditions
hereof, to exchange certain shares of its $0.10 par value per share common stock
("APS Common") for the PM Shares.

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:
<PAGE>

         1.  CONDITIONS  TO EXCHANGE  RIGHT.  In addition to the other terms and
conditions  contained in this Agreement,  Shareholder  shall only be entitled to
exchange  the PM  Shares  for  shares  of APS  Common  if each of the  following
conditions has been satisfied:

                  (a) There  shall not have been,  on or before  March 31,  2000
(the  "Determination  Date"), any registered public offering of the common stock
of Practice  Management,  or any other  transaction  or event  pursuant to which
shares of  Practice  Management  of the same  class as the PM Shares  shall have
become publicly traded; and

                  (b) Shareholder  shall not be, or have been, at any time on or
prior to the date of the  closing  of any  exchange  of stock  pursuant  to this
Agreement (the "Closing Date"),  in breach of, or default under, this Agreement,
any of the  Acquisition  Documents  or any other  contract or agreement to which
Shareholder  and Practice  Management  and/or APS are parties,  and  Shareholder
shall not have threatened to breach or default under this Agreement,  any of the
Acquisition Documents or any such other contract or agreement; and

                  (c) At the Closing Date,  Shareholder  has all requisite legal
capacity  and  authority  to engage  in the  transactions  contemplated  by this
Agreement,  is the owner of all the PM Shares, and the PM Shares are free of any
and all liens, claims or encumbrances of any kind whatsoever; and

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<PAGE>

                  (d) At or before the Closing Date,  Practice  Management shall
not  be,  or  have  been,  a  party  to any  merger,  consolidation  or  similar
transaction,  or agreement  with  respect  thereto,  pursuant to which  Practice
Management  was not or would  not be,  the named  surviving  entity  after  such
merger, consolidation or other transaction.

         2. EXCHANGE  NOTICE.  In the event all of the  conditions  described in
Section 1 are satisfied as of the Determination  Date and Shareholder  elects to
exercise  its  right  to  exchange  its PM  Shares  for  shares  of APS  Common,
Shareholder shall provide written notice thereof (the "Exchange Notice") to APS,
which  Exchange  Notice  must be  received  by APS not later  than the date (the
"Expiration  Date") which is ninety (90) calendar  days after the  Determination
Date.  In the event (i) any of the  conditions  required  for an  exchange to be
permissible,  as described in Section 1 above,  fail to be satisfied on or prior
to  the  Determination  Date,  or  (ii)  any  of  the  conditions  specified  in
subsections  (b),  (c) and (d) of Section 1 fail to be  satisfied on or prior to
the  Closing  Date,  or (iii) APS  fails to  receive  an  Exchange  Notice  from
Shareholder on or prior to the Expiration  Date;  then, in any such case, all of
Shareholder's  rights under this Agreement shall automatically  terminate and be
of no further force or effect whatsoever.

         3. SHARE  CONVERSION.  Shareholder's  right to  exchange  its PM Shares
hereunder shall apply as to all, but not less than all, of the PM Shares. In the
event  Shareholder  has  complied  with all of the  conditions  allowing  for an
exchange  pursuant  to this  Agreement,  the closing of any such  exchange  (the
"Closing")  shall occur at the offices of APS in Austin,  Texas, on such day and
at such time as the parties hereto may mutually agree upon, or in the failure to
so agree, at 10:00 a.m. Austin,  Texas time on the first business day that falls
thirty (30) days after the 

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<PAGE>

Expiration Date. For purposes hereof,  any additional
shares of  Practice  Management  stock of any class  which  Shareholder  obtains
pursuant  to  stock   dividends,   stock   splits,   reverse   stock  splits  or
recapitalizations  to which  Practice  Management  or the PM Shares are  subject
after the date this Agreement was originally entered into as first written above
shall also be considered to be included in the PM Shares; however, no adjustment
or  modification  will be made to the per  share  price  hereunder  of  Practice
Management  stock  as  a  result  of  any  such  transaction.  At  the  Closing,
Shareholder  shall be  entitled  to  receive  such  shares  of APS  Common as is
determined by dividing $5.00 per share (the "Exchange  Value") by the average of
the "bid" and "ask" prices for APS Common as quoted by the National  Association
of Securities Dealers Automated Quotation System at the close of trading on each
of the last five (5) business days immediately preceding the Closing Date.

         At the Closing,  Shareholder shall tender its share  certificate(s) for
all of the PM Shares, duly endorsed in blank, to APS, and shall also provide APS
with an executed blank stock power, in form and substance reasonably  acceptable
to APS, wherein Shareholder  represents and warrants to APS (i) that Shareholder
has  all  necessary  legal  capacity,  power  and  authority  to  engage  in the
transactions  contemplated  hereby, and (ii) that Shareholder owns all interests
in and to the PM Shares and that the PM Shares are being transferred to APS free
and clear of all liens, claims or encumbrances of any kind whatsoever.

         The shares of APS Common that Shareholder  receives in the exchange are
hereinafter  referred to as the "New APS  Shares." The parties  acknowledge  and
agree  that  Shareholder  shall  receive a whole  number of shares of APS Common
only,  and  that any  fractional  share  amounts  

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<PAGE>

resulting  from the  foregoing
conversion  calculation  shall be rounded up or down, as the case may be, to the
next whole number of shares. APS shall be under no obligation to pay any cash or
other  amounts with respect to any  fractional  share  amounts,  or to issue any
fractional  share  amounts to  Shareholder.  At the Closing,  Shareholder  shall
either  receive  a share  certificate  for all its New APS  Shares  or,  if APS'
transfer agent is unable to produce such  certificate by the Closing Date,  will
receive  a copy of a  registered  letter  sent  from APS to the  transfer  agent
instructing  the  transfer  agent to  deliver  such  certificate  in the name of
Shareholder directly to Shareholder or Shareholder's designee.

         4. NEW APS SHARES  TRANSFERABILITY.  APS will have  registered,  at its
expense,  the New APS Shares with the  Securities and Exchange  Commission,  and
made such  other  filings  and taken  such  other  steps as  necessary,  so that
Shareholder  may  immediately  sell,  or  otherwise  convey,  the New APS Shares
without restriction (except as otherwise provided below).  Shareholder agrees to
cooperate  fully  and in all  respects  with  APS in  connection  with  any such
registration,  whether  such  cooperation  is  requested  before  or  after  the
Determination Date. Failure of Shareholder to cooperate fully, including without
limitation,  promptly  providing  complete and accurate  information  to APS, in
connection  with  the  registration  of any  APS  Common  shares,  whether  such
cooperation  and/or  information is requested before or after the  Determination
Date or  before  or  after  Shareholder  delivers  any  Exchange  Notice,  shall
automatically    terminate    Shareholder's   rights   under   this   Agreement.
Notwithstanding anything contained herein to the contrary, in the event that APS
is in the process,  either at the Closing Date or at the Determination  Date, of
registering  and/or  selling  any of its  capital  stock in or  pursuant  to any
underwritten  public offering,  upon the written request of the lead underwriter

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<PAGE>

involved therein,  Shareholder  agrees,  and shall then agree in writing in form
and substance  reasonably  acceptable  to APS, to not sell,  attempt to sell, or
solicit  or accept any offers to sell or  otherwise  convey,  any of the New APS
Shares for such period of time (not to exceed one hundred  eighty (180) days) as
may be requested by such lead underwriter.

         5.       MISCELLANEOUS.

                  (a) FEES AND EXPENSES.  Except as otherwise  herein  provided,
each  party  hereto  agrees  to bear all fees and  expenses  (including  without
limitation  all fees and expenses for its legal counsel and any  accountants  or
other  professional  advisors)  incurred  in  connection  with the  transactions
contemplated hereby.

                  (b) GOVERNING LAW AND VENUE.  This Agreement shall be governed
by, and  construed  and enforced in  accordance  with,  the laws of the State of
Texas  (except  the  laws  of  Texas  that  would  render  such  choice  of  law
ineffective).  Venue for any action  relating to this Agreement  shall be proper
only in Texas.

                  (c)    COUNTERPARTS.    This   Agreement   may   be   executed
simultaneously  in one or more  counterparts,  each of which  shall be deemed an
original,  and  all  of  which  together  shall  constitute  one  and  the  same
instrument.

                  (d)  INUREMENT.  This  Agreement  shall  be  binding  upon the
parties hereto and their respective heirs, legal representatives, successors and
permitted  assigns.  No party hereto 

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<PAGE>

may assign this Agreement,  or any of their
rights or obligations  hereunder,  without the express prior written  consent of
all parties hereto in each instance.

                  (e)  NOTICES.  Any notices  required or  permitted to be given
under this Agreement  shall be given in writing and shall be deemed received (a)
when  personally  delivered  to the  relevant  party at its address as set forth
below or (b) if sent by mail, on the third day following the date when deposited
in the United States mail, certified or registered mail, postage pre-paid to the
relevant party at its address indicated below:

                  APS:               American Physicians Service Group, Inc.
                                     1301 Capital of Texas Highway, Suite C-300
                                     Austin, Texas 78746-6550
                                     Attn: President

                  Shareholder:       Antonio  Cavazos, Jr., M.D.
                                     8235 Fredericksburg Road
                                     San Antonio, Texas 78229

Any party may change its address for purposes of this Agreement by proper notice
to the other party.

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<PAGE>



                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement,  intending  to be legally  bound  hereby,  as of the date first above
written.

APS:                              AMERICAN PHYSICIANS SERVICE GROUP, INC.

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


SHAREHOLDER:

                                                 /s/ Antonio Cavazos, Jr., M.D.
                                                 ------------------------------


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