Exhibit 10.31
                STOCK PURCHASE AGREEMENT

        This Stock Purchase  Agreement  ("Agreement") is entered into as of
October 1, 2003, by and among American  Physicians  Service Group, Inc., a Texas
corporation("Buyer"),  and FPIC  Insurance  Group,  Inc., a Florida  corporation
("Selling  Shareholder").  APS Insurance Services,  Inc., a Delaware corporation
("APS") is a signatory  to this  Agreement  for the limited  purposes  set forth
herein.

                                    RECITALS

         WHEREAS, Buyer and First Professionals Insurance Company, Inc. a
Florida insurance company (formerly known as Florida Physicians Insurance
Company, Inc. and hereinafter "First Professionals") entered into that certain
Stock Purchase and Stock Option Agreement dated as of April 1, 1997 (as may have
been subsequently amended, the "Original Purchase Agreement") whereby Buyer sold
to Selling Shareholder 200 shares of Common Stock (the "Shares") of APS; and

         WHEREAS, First Professionals assigned its rights and obligations under
the Original Purchase Agreement to the Selling Shareholder by that certain
letter agreement dated May 30, 1997, by and among Buyer, the Selling Shareholder
and First Professionals; and

         WHEREAS, Buyer, the Selling Shareholder and APS entered into that
certain Shareholders Agreement dated as of June 30, 1997 (the "Shareholders
Agreement"); and

<PAGE>

         WHEREAS, First Professionals and American Physicians Insurance Agency,
Inc., a Texas corporation ("APS Agency") entered into that certain Managing
General Agency Agreement dated effective March 27, 1997 (the "MGA Agreement");
and

         WHEREAS, First Professionals and American Physicians Insurance Exchange
("APS Exchange") entered into that certain Reinsurance Agreement dated effective
March 27, 1997 (the "Reinsurance Agreement"); and

         WHEREAS, First Professionals, APS Exchange and APS Agency entered into
that certain Agreement to Cease Writing Business dated effective June 1, 2002
(the "2002 Agreement"); and

         WHEREAS, Buyer now desires to buy from Selling Shareholder, and Selling
Shareholder desires to sell to Buyer, the Shares, which constitute all of
selling Shareholder's equity interests in APS; and

         WHEREAS, Buyer, the Selling Shareholder and APS desire to terminate the
Shareholders Agreement, and all rights, obligations and liabilities under the
Original Purchase Agreement; and

         WHEREAS, APS Agency and First Professionals desire to continue the
Reinsurance Agreement and the MGA Agreement (as amended by the 2002 Agreement)
subject to the modification by that certain Amendment to Managing General Agency
Agreement attached hereto as Exhibit "A" (the "Modification Agreement") to be
executed and delivered concurrent with the execution of this Agreement, between
Selling Shareholder and APS.

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<PAGE>

         In consideration of the mutual promises, representations, warranties,
covenants, and conditions set forth in this Agreement the parties to this
Agreement agree as follows:

1. OWNERSHIP AND SALE OF SHARES.

1.1      OWNERSHIP OF SHARES.  The Selling  Shareholder owns the Shares which
         constitute 100% of the APS capital stock owned by Selling Shareholder.

1.2      SALE OF SHARES. Subject to the terms and conditions hereof, on the
         Closing Date the Selling Shareholder shall sell and transfer to Buyer,
         and Buyer shall purchase from the Selling Shareholder, the Shares for a
         total purchase price of TWO MILLION FIFTY THOUSAND AND NO/100 DOLLARS
         ($2,050,000).

1.3      PAYMENT FOR SHARES. The purchase price for the Shares shall be paid in
         cash at Closing.


2. CLOSING; DELIVERY.

2.1      Closing. The Closing of the purchase and sale of the Shares (the
         "Closing") shall be held at the offices of APS within five business
         days after the satisfaction or waiver of the conditions set forth in
         Sections 8 and 9 or at such other time and place as is mutually agreed
         upon by the parties (the "CLOSING DATE").

2.2      Delivery. At the Closing, the Selling Shareholder shall deliver to
         Buyer a duly endorsed certificate representing the Shares being sold,
         together with a properly executed stock power in form and substance
         reasonably acceptable to Buyer, against Buyer's delivery of the
         consideration described in Section 1.2 above.

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<PAGE>

3. OTHER AGREEMENTS.

3.1      Termination of Shareholders Agreement and Original Purchase Agreement.
         Buyer, the Selling Shareholder, and APS hereby agree that (i) the
         Shareholders Agreement and Original Purchase Agreement are for all
         purposes terminated, (ii) no party shall have any obligations under the
         Shareholders Agreement or Original Purchase Agreement, and (iii) no
         party shall have any rights under the Shareholders Agreement or
         Original Purchase Agreement or arising in connection therewith,
         including but not limited to any rights with respect to any option to
         purchase additional shares of APS stock or to receive any dividends or
         distributions of any kind.

3.2      Survival of Other Agreements. The parties hereto acknowledge and agree
         that the 2002 Agreement, the Reinsurance Agreement and the MGA
         Agreement, as modified by the 2002 Agreement and as further modified by
         the Modification Agreement to be executed and delivered at the Closing,
         will survive this Purchase Agreement and continue to be binding and
         enforceable according to their respective terms, as so modified.

4. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER. The Selling
Shareholder hereby represents and warrants to the Buyer as follows:

4.1      Organization and Good Standing. The Selling Shareholder and First
         Professionals are corporations, duly organized, validly existing and in
         good standing under the laws of the State of Florida. The Selling
         Shareholder has all requisite corporate power and authority and holds
         all licenses, permits, and other required authorizations from

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<PAGE>

         governmental authorities necessary to conduct its business and
         consummate the transaction contemplated by this Agreement. First
         Professionals has all requisite corporate power and authority and holds
         all licenses, permits, and other required authorizations from
         governmental authorities necessary to conduct its business and
         consummate the transaction contemplated by the Modification Agreement.

4.2      Corporate Power. The Selling Shareholder has all requisite legal and
         corporate power and authority to enter into this Agreement and on the
         Closing Date the Selling Shareholder will have all requisite legal and
         corporate power and authority to sell the Shares and to carry out and
         perform its obligations under this Agreement. First Professionals has
         all requisite legal and corporate power and authority to enter into the
         Modification Agreement and on the Closing Date First Professionals will
         have all requisite legal and corporate power and authority to carry out
         and perform its obligations under the Modification Agreement.

4.3      Ownership of the Shares. The Selling Shareholder is and, at the Closing
         will be, the sole beneficial owner of the Shares free of any liens,
         claims or encumbrances. Other than the Shares, the Selling Shareholder
         does not own any shares or rights to receive shares, of capital stock
         of, or other equity, membership, partnership or ownership interest in,
         APS or any parent, subsidiary or affiliate (collectively, the "APS
         Parties" and individually, an "APS Party") of APS, including, without
         limitation, any options, warrants, convertible instruments or other
         rights whatsoever to acquire or receive any additional capital stock,
         of any class, of, or other equity, membership, partnership or ownership
         interest in, or dividends or distributions from, any APS Party. The
         Selling Shareholder has not assigned any of its rights under the
         Original Purchase Agreement.

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<PAGE>

4.4      Authorization. The making and performance by the Selling Shareholder of
         this Agreement has been duly authorized by all necessary corporate
         action and will not violate any law, rule, regulation, order, writ,
         judgment, decree, determination or award presently in effect having
         applicability to the Selling Shareholder or any provision of the
         Selling Shareholder's Certificate of Incorporation, as amended, or
         Bylaws, as amended, or result in a breach of or constitute a default
         under any indenture, bank loan, credit agreement or other agreement or
         instrument to which the Selling Shareholder is presently a party or by
         which the Selling Shareholder or its property is presently bound or
         affected. This Agreement constitutes the valid and legally binding
         obligation of the Selling Shareholder enforceable in accordance with
         its terms, subject to bankruptcy, insolvency, reorganization, or other
         laws of general application affecting the rights and remedies of
         creditors.
          The making and performance by First Professionals of the Modification
         Agreement has been duly authorized by all necessary corporate action
         and will not violate any law, rule, regulation, order, writ, judgment,
         decree, determination or award presently in effect having applicability
         to First Professionals or any provision of First Professionals'
         Certificate of Incorporation, as amended, or Bylaws, as amended, or
         result in a breach of or constitute a default under any indenture, bank
         loan, credit agreement or other agreement or instrument to which First
         Professionals is presently a party or by which First Professionals or
         its property is presently bound or affected. The Modification Agreement
         constitutes the valid and legally binding obligation of First
         Professionals enforceable in accordance with its terms, subject to
         bankruptcy, insolvency, reorganization, or other laws of general
         application affecting the rights and remedies of creditors.


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<PAGE>

4.5      Private Placement. To the best of Selling Shareholder's knowledge,
         based on the representations, warranties and agreements of Buyer
         contained herein (i) the offering of the Shares qualifies as a private
         placement and/or exempt transaction under all applicable securities
         laws, and (ii) no registration is required under any applicable
         securities laws with respect to such offering, and any filings required
         to be made have been, or will on a timely basis be, duly made.

4.6      Brokerage. No person is entitled, directly or indirectly, to
         compensation as a broker or finder, in connection with the sale and
         purchase of the Shares as contemplated by this Agreement. Except for
         any obligations agreed to in writing by the Buyer, the Selling
         Shareholder agrees to indemnify and hold the Buyer and its agents and
         representatives harmless against and in respect of any claims, damages,
         suits, obligations, liabilities, or expenses (including, without
         limitation, reasonable attorneys' fees and expenses) arising out of or
         relating to the assertion of any brokerage or finder's fee or other
         commission based on actions by the Selling Shareholder relative to this
         Agreement or the transactions contemplated thereby.

4.7      Misleading Statements. No representation or warranty by the Selling
         Shareholder in this Agreement or in any written statement or
         certificate furnished by the Selling Shareholder to the Buyer pursuant
         to this Agreement or in connection with the transactions contemplated
         by this Agreement, or in any related agreements, separately or when
         taken together, contains or will contain any untrue statement of a
         material fact or omits or will omit to state a material fact necessary
         to make the statements made not misleading.

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<PAGE>

5. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer hereby represents and
warrants to the Selling Shareholder as follows:

5.1      Organization and Good Standing. The Buyer is a corporation duly
         organized, validly existing and in good standing under the laws of the
         State of Texas. The Buyer has all requisite power and authority, and
         holds all licenses, permits, and other required authorizations from
         governmental authorities, necessary to conduct its business and
         consummate the transactions contemplated by this Agreement entered into
         by Buyer in connection with the transactions contemplated hereby. APS
         Agency is a corporation duly organized, validly existing and in good
         standing under the laws of the State of Texas. APS Agency has all
         requisite power and authority, and holds all licenses, permits, and
         other required authorizations from governmental authorities, necessary
         to conduct its business and consummate the transactions contemplated by
         the Modification Agreement.

5.2      Power and Authority. The Buyer has all requisite legal power and
         authority to enter into this Agreement and to carry out and perform its
         obligations under the terms of this Agreement.

5.3      Authorization. The making and performance by the Buyer of this
         Agreement has been duly authorized by all necessary corporate action
         and will not violate any law, rule, regulation, order, writ, judgment,
         decree, determination, or award presently in effect having
         applicability to the Buyer or any provisions of the Buyer's
         organizational documents, as amended, or result in a breach of or
         constitute a default under any indenture, bank loan, credit agreement,
         other agreement or instrument to which the Buyer is presently a party
         or by which the Buyer or its property is presently bound or affected.

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<PAGE>

         This Agreement constitutes valid and legally binding obligations of the
         Buyer enforceable in accordance with its terms, subject to bankruptcy,
         insolvency, reorganization or other laws of general application
         affecting the rights and remedies of creditors.

5.4      Investment Plan. The Buyer is purchasing and acquiring the Shares for
         its own account for investment and not with a present view to, or for
         sale in connection with, any distribution thereof or any selling or
         granting any participation therein. The Buyer does not have any
         contract, undertaking, agreement, or arrangement with any person to
         sell, transfer or grant participations to any third person with respect
         to any of the Shares.

5.5      Restricted Securities. The Buyer understands that the Shares will not
         be registered under the Securities Act of 1933, as amended (the "1933
         Act"), on the basis that the sale provided for in this Agreement is
         exempt from registration under the 1933 Act pursuant to exemptions
         contained therein, and that the Selling Shareholder's reliance on such
         exemptions is, in part, predicated on the Buyer's representations set
         forth herein.

5.6      Illiquidity. The Buyer understands that the Shares may not be sold,
         transferred or otherwise disposed of without registration under the
         1933 Act or an exemption therefrom and applicable state securities laws
         or an exemption therefrom. In the absence of an effective registration
         statement covering the Shares or an available exemption from such
         registration, the Shares may not be disposed of.

5.7      Sophistication. The Buyer is experienced in evaluating and investing in
         companies such as APS, is able to fend for itself in the transactions
         contemplated by this Agreement, has such knowledge and experience in


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<PAGE>

         financial and business matters as to be capable of evaluating the
         merits and risks of its investment, and has the ability to bear the
         economic risk of its investment.

5.8      Misleading Statements. No representation or warranty by the Buyer in
         this Agreement or in any written statement or certificate furnished by
         the Buyer to the Selling Shareholder or APS pursuant to this Agreement
         or in connection with the transactions contemplated by this Agreement
         or in any related agreements, separately or when taken together,
         contains or will contain any untrue statement of a material fact or
         omits or will omit to state a material fact necessary to make the
         statements made not misleading.

6. AFFIRMATIVE COVENANTS OF THE SELLING SHAREHOLDER. The Selling Shareholder
covenants and agrees that:

6.1      Resignation. At the Closing, Kim D. Thorpe will tender his immediate
         resignation from all positions related to APS, including without
         limitation any position as an officer or director of APS.

6.2      REASONABLE EFFORTS. The Selling Shareholder shall use reasonable
efforts to fulfill, as soon as practicable,  all of the conditions contained in
SECTION 9 hereof. Such  efforts  shall not require any waiver of a condition to
Closing or of any other term or condition hereof.

7. AFFIRMATIVE COVENANT OF THE BUYER. The Buyer shall use reasonable efforts to
fulfill, as soon as practicable, all of the conditions contained in Section 8
hereof. Such efforts shall not require any waiver of a condition to Closing or
of any other term or condition hereof.


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<PAGE>

8. THE SELLING SHAREHOLDER'S CONDITIONS TO CLOSING. The obligation of the
Selling Shareholder to sell the Shares as contemplated in this Agreement shall
be subject to the fulfillment on or before the Closing of each of the following
conditions:

8.1      REPRESENTATIONS  AND  WARRANTIES.  The  representations  and warranties
         of the BUYER  contained in Section 5 shall be true and correct as of
         the Closing Date with the same effect as though made on and as of such
         date.

8.2      Approvals. All authorizations, approvals or permits, or exemptions, of
         any governmental authority or regulatory body of the United States or
         of any state including but not limited to the Texas Insurance
         Department that are required in connection with the lawful issuance and
         sale of the Shares pursuant to this Agreement, shall have been duly
         obtained and shall be effective on and as of the Closing.

8.3      Performance. All covenants, agreements and conditions contained in this
         Agreement to be performed or complied with by the Buyer on or prior to
         the Closing Date shall have been performed or complied with in all
         material respects.

8.4      Compliance Certificates. The Buyer shall have delivered to the Selling
         Shareholder a certificate dated the Closing Date executed by a duly
         authorized officer of the Buyer certifying to the fulfillment of the
         conditions specified in this Section 8.

8.5      Proceedings and Documents. All proceedings of the Buyer in connection
         with the transactions contemplated hereby and all documents and
         instruments incident to such transactions shall be satisfactory in form
         and substance to the Selling Shareholder, and the Selling Shareholder

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<PAGE>

         shall have received all such counterpart originals or certified or
         other copies of such documents as it may reasonably request.

8.6      EXECUTION OF MODIFICATION AGREEMENT. APS Agency shall have executed and
         delivered the Modification Agreement.


9. THE BUYER'S CONDITIONS OF CLOSING. The obligation of the Buyer to purchase
the Shares as contemplated in this Agreement shall be subject to the fulfillment
on or before the closing of each of the following conditions:

9.1      Representations and Warranties. The representations and warranties of
         the Selling Shareholder contained in Section 4 hereof shall be true and
         correct as of the Closing Date with the same effect as though made on
         and as of such date.

9.2      Approvals. All authorizations, approvals or permits, or exemptions, of
         any governmental authority or regulatory body of the United States or
         of any state including but not limited to the Texas Insurance
         Department that are required in connection with the lawful issuance and
         sale of the Shares pursuant to this Agreement, shall have been duly
         obtained and shall be effective on and as of the Closing.

9.3      Performance. All covenants, agreements and conditions contained in this
         Agreement to be performed or complied with by the Selling Shareholder
         on or prior to the Closing Date shall have been performed or complied
         with in all material respects.

9.4      Compliance Certificate. Selling Shareholder shall have delivered to the
         Buyer a certificate or certificates, executed by a duly authorized
         officer of the Selling Shareholder, dated the Closing Date, certifying
         to the fulfillment of the conditions specified in this Section 9.


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<PAGE>

9.5      Proceedings and Documents. All corporate and other proceedings of the
         Selling Shareholder in connection with the transactions contemplated
         hereby and all documents and instruments incident to such transactions
         shall be satisfactory in form and substance to the Buyer, and the Buyer
         shall have received all such counterpart originals or certified or
         other copies of such documents as it may reasonably request.

9.6      EXECUTION  OF  MODIFICATION  AGREEMENT. First Professionals  shall have
         executed and  delivered  to Buyer the  Modification Agreement.

10.      INDEMNIFICATION.

10.1     Indemnification of Selling Shareholder. Selling Shareholder hereby
         agrees to indemnify Buyer and hold Buyer harmless from and against and
         in respect of, all liabilities, losses, claims, costs or damages
         (including reasonable attorneys' fees and disbursements) (collectively,
         "Losses") incurred by Buyer and resulting from or arising out of (i)
         any breach or inaccuracy of any representations or warranties by
         Selling Shareholder contained either herein or in any certificate
         delivered pursuant hereto, including any certificates delivered on the
         Closing Date or (ii) any failure by Selling Shareholder to perform any
         of its obligations contained herein.

10.2     Indemnification of Buyer. Buyer hereby agrees to indemnify Selling
         Shareholder and hold Selling Shareholder harmless from and against and
         in respect of, all Losses incurred by Selling Shareholder and resulting
         from or arising out of (i) any breach or inaccuracy of any

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<PAGE>

         representations or warranties by Buyer contained herein or in any
         certificate delivered pursuant hereto including any certificates
         delivered on the Closing Date or (ii) any failure by Buyer to perform
         any of its obligations contained herein.

11.      TERMINATION.

         This Agreement may be terminated as to all parties hereto and the
transactions contemplated herein abandoned at any time prior to the Closing by:

(a)                                 The mutual consent of the parties hereto;

(b)                                 The Buyer at any time after October 31,
                                    2003, if at such time the conditions set
                                    forth in Section 9 hereof have not been
                                    satisfied through no fault of the Buyer and
                                    the Buyer gives the Selling Shareholder
                                    notice thereof; or

(c)                                 The Selling Shareholder at any time after
                                    October 31, 2003, if at such time the
                                    conditions set forth in Section 8 hereof
                                    have not been satisfied through no fault of
                                    the Selling Shareholder and the Selling
                                    Shareholder gives the Buyer notice thereof.

12.                                 CONFIDENTIALITY.

                  From and after the date hereof, unless otherwise agreed to by
         the parties, each of the parties shall keep, and shall ensure that its
         directors, executive officers, contractors, consultants and agents
         keep, confidential all information acquired from the other party
         pursuant to this Agreement or otherwise, including the contents of this

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<PAGE>

         Agreement and any document delivered pursuant thereto or in connection
         therewith, except that the foregoing restriction shall not apply to any
         information that: (i) is or hereafter becomes generally available to
         the public other than by reason of any default with respect to a
         confidentiality obligation under this Agreement, (ii) was already known
         to the recipient as evidenced by prior written documents in its
         possession (unless the information is covered by a prior
         confidentiality agreement between the parties), (iii) is disclosed to
         the recipient by a third party who is not in default of any
         confidentiality obligation to the disclosing party hereunder, (iv) is
         developed by or on behalf of the receiving party, without reliance on
         confidential information received hereunder, (v) is submitted by the
         recipient to governmental authorities or regulatory bodies to
         facilitate the issuance of approvals necessary or appropriate for the
         operation of their businesses, provided that reasonable measures shall
         be taken to assure confidential treatment of such information, (vi) is
         provided by the recipient to third parties under appropriate terms and
         conditions, including confidentiality provisions substantially
         equivalent to those in this Agreement or (vii) is otherwise required to
         be disclosed in compliance with applicable laws or order by a court or
         other government authority or regulatory body having competent
         jurisdiction. Notwithstanding the foregoing, Buyer and Selling
         Shareholder agree that each party shall be entitled to distribute press
         releases prepared by it concerning the entering into of this Agreement
         and the Closing of the transactions contemplated herein as each party
         deems reasonably necessary for purposes of ensuring compliance with
         applicable securities laws. Otherwise, no press release or similar
         public announcement or disclosure concerning this Agreement or the
         transactions contemplated herein shall be made by a party hereto
         without the prior written consent of the other party. Each party shall

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<PAGE>

         be entitled, in addition to any other right or remedy it may have, at
         law or in equity, to an injunction, without the posting of any bond or
         other security, enjoining or restraining the other party from any
         violation or threatened violation of this Section.

13.      MISCELLANEOUS.

13.1     Modification to Agreement. This Agreement may not be changed orally but
         only by an agreement in writing, signed by the party against whom
         enforcement of any waiver, change, modification or discharge is sought.
         Subject to the foregoing, any of the terms or conditions of this
         Agreement may be waived or modified at any time by the party entitled
         to the benefit thereof, but no such waiver, express or implied, shall
         affect or impair the right of the waiving party to require observance
         performance or satisfaction of either (i) the same term or condition as
         it applies on a subsequent or previous occasion, or (ii) any other term
         or condition hereof.

13.2     Applicable Law. This Agreement, its construction and the rights,
         remedies, and obligations arising by, under, through or on account of
         it shall be governed by the laws of the State of Delaware, excluding
         its conflict of laws rules.

13.3     Binding Effect. If any portion of this Agreement is declared by a court
         of competent jurisdiction to be invalid or unenforceable, such
         declaration shall not affect the validity of the remaining provisions.
         This Agreement shall inure to the benefit of and be binding upon the
         representatives, successors, and assigns of each party. This Agreement
         is not intended for the benefit of anyone other than the signatories
         hereto, and there shall be no third party beneficiaries hereof.

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<PAGE>

13.4     Integration. This Agreement, together with the Modification Agreement
         related hereto, constitutes a final and complete integration of the
         agreement of the parties respecting the subject matter hereof, thereby
         superseding all previous oral and written agreements. There are no
         contemporaneous oral agreements.

13.5     Notices. Any notice hereunder (including notices of waiver provided for
         or permitted hereunder), shall be in writing and hand delivered or sent
         by certified mail return receipt requested, nationally recognized
         overnight courier service or facsimile transmission, addressed to the
         parties at their respective addresses set forth below:

         Buyer:                     American Physicians Services Group, Inc.
                                    1301 Capital of Texas Highway
                                    Suite C-300
                                    Austin, Texas 78746
                                    Attention: Kenneth S. Shifrin, President

         With a copy to:            Akin Gump Strauss Hauer & Feld LLP
                                    300 West 6th Street, Suite 2100
                                    Austin, Texas 78701
                                    Attention: Timothy L. LaFrey

         The Selling Shareholder:   FPIC Insurance Group, Inc.
                                    225 Water Street, Suite 1400
                                    Jacksonville, Florida  32202-5147
                                    Attention:     Kim D. Thorpe, EVP, CFO
                                    Phone:         (904) 354-2482, ext. 3265
                                    Fax:           (904) 633-9579
                                    e-mail:        kthorpe@fpic.com

         With a copy to:            FPIC Insurance Group, Inc.
                                    225 Water Street, Suite 1400
                                    Jacksonville, Florida  32256-5147
                                    Attention:     Roberta G. Cown, III, SVP,
                                                   Corporate Counsel
                                    Phone:         (904) 354-2482, ext. 3315
                                    Fax:           (904) 633-9579
                                    e-mail:        cown@fpic.com

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<PAGE>

                  Any such notice shall be deemed given when so personally
         delivered or sent by facsimile transmission (provided confirmation is
         received immediately thereafter) or if mailed three (3) business days
         after the date of deposit in the mail or if sent by overnight courier
         one (1) business day after the date of delivery to the courier service
         marked for overnight delivery. A party may change its or his address
         for notice by giving notice as provided hereunder.

13.6     Pronouns, Counterparts. In construing the words of this Agreement,
         plural constructions shall include the singular and singular
         constructions shall include the plural. No significance shall be
         attached to whether a pronoun is masculine, feminine or neuter. The
         words "herein," "hereof' and other similar compounds of the word "here"
         shall mean and refer to his entire Agreement and not to any particular
         provisions, section or subsection. Paragraph captions in this Agreement
         are for ease of reference only and shall be given no substantive or
         restrictive meaning or significance whatsoever. This Agreement may be
         executed in multiple counterparts, each of which shall be an original
         regardless of whether all parties sign the same document. Regardless of
         the number of counterparts, they shall constitute one and the same
         agreement. It shall not be necessary in making proof of this Agreement
         to produce or account for more than one counterpart.

13.7     Survival of Representations, Warranties, Covenants and Agreements. The
         representations, warranties, covenants and agreements set forth in this
         Agreement shall survive the Closing Date and the consummation of the
         transactions contemplated hereby for a period of two years.

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<PAGE>

13.8     Attorneys' Fees. In any action brought to enforce the provisions of
         this Agreement (including a declaratory judgment action), the
         prevailing party shall be entitled to recover from the other party the
         costs of this action, including reasonable attorneys' fees, whether
         incurred at trial, in settlement or mediation or on appeal.

13.9     Assignment. No party may assign any of its or his rights or obligations
         under this Agreement without the prior written consent of the other
         parties. This Agreement shall inure to the benefit of, and be binding
         upon, the successors and permitted assigns of the parties hereto.

13.10    Further Assurances. From and after the Closing, each party shall
         execute and deliver such documents and take such other actions as the
         other parties may reasonably request to further effect or evidence the
         purposes and intent of this Agreement.

13.11    Definition of Knowledge. Whenever there are references in this
         Agreement to the "knowledge" of a party; (i) Selling Shareholder shall
         be deemed to have knowledge of the applicable fact or matter whenever
         any of the members of the board of directors, or executive officers, of
         Selling Shareholder, or First Professionals, have actual knowledge of
         the applicable fact or matter, and (ii) Buyer shall be deemed to have
         knowledge of the applicable fact or matter whenever any of the members
         of the board of directors, or any of the executive officers, of Buyer
         have actual knowledge of the applicable fact or matter.


                             Signature Page Follows

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<PAGE>


S-1
5375845 v4

         IN WITNESS WHEREOF, the parties have executed this Agreement as of
October 30, 2003.


                              AMERICAN PHYSICIANS SERVICE GROUP, INC.

                              By:          /s/ Kenneth S. Shifrin
                                           ---------------------------
                              Printed Name: Kenneth S. Shifrin
                                           ---------------------------
                              Title:        Chief Executive Officer
                                           ---------------------------


                              FPIC INSURANCE GROUP, INC.

                              By: ___________________________________________

                              Printed Name: ___________________________________

                              Title:   _________________________________________


         Solely for purposes of evidencing its agreement and covenant to be
bound by Section 3 of this Agreement:

APS Insurance Services, Inc.

By:           /s/ Maury Magids
             -----------------------
Printed Name: Maury Magids
             -----------------------
Title:        Sr. Vice President
             -----------------------


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<PAGE>


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5375845 v4
                                   EXHIBIT "A"
                                     FORM OF
                             MODIFICATION AGREEMENT



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