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                                                                   Exhibit 10.25

                                    ORIGINAL

                  NON-NEGOTIABLE SUBORDINATED PROMISSORY NOTE

Deferred Payment Amount                                          April 16, 2002

     FOR VALUE RECEIVED, CBCA INC., a Delaware corporation, (together with its
successors and assigns, the "Company"), hereby promises to pay to the order of
USI INSURANCE SERVICES CORP, a Delaware corporation (together with its
successors and assigns, "Holder"), in lawful money of the United States of
America, the principal balance equal to the Deferred Payment Amount (as defined
in that certain Stock Purchase Agreement, dated as of April 1, 2002, by and
among Company, U.S.I. Holdings Corporation, Holder, USI Care Management, Inc.,
Texas Professional Administrators, Inc. and USI Prescription Benefits Management
Co. (the "Acquisition Agreement")) and to pay interest on the unpaid principal
amount hereof, all as provided in this Promissory Note. This Non-Negotiable
Subordinated Promissory Note (the "Note") is being issued pursuant to the terms
and conditions of the Acquisition Agreement and is subject to the terms and
conditions thereof.

     1. Interest. The unpaid principal amount of this Note will bear simple
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interest at the rate of 8% per annum from the date hereof until paid. Interest
with respect to the Deferred Payment Amount specified in the auditor's report
delivered pursuant to Section 1.8(a) of the Acquisition Agreement, will be
payable upon the Maturity Date (as defined below) and, as to any amount of the
Deferred Payment Amount determined in accordance with the dispute resolution
procedure set forth in Section 1.8(a) of the Acquisition Agreement, on the date
which is five (5) days after the date whereby the final determination of the
Deferred Payment Amount is made pursuant to the terms of the Acquisition
Agreement. Interest will be calculated on the basis of the actual number of days
elapsed over a 365 day year.

     2. Payments. The principal amount of this Note, together with interest
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accrued to the date of payment, is due and payable by Company, as to the
Deferred Payment Amount specified in the auditor's report delivered pursuant to
Section 1.8(a) of the Acquisition Agreement, on the date which is five (5) days
after the sixtieth (60th) day following the one year anniversary of the Closing
Date (as defined in the Acquisition Agreement)(the "Maturity Date") and, as to
any any amount of the Deferred Payment Amount determined in accordance with the
dispute resolution procedure set forth in such Section 1.8, on the date which is
five (5) days after the date whereby the final determination of the Deferred
Payment Amount is made pursuant to the terms of the Acquisition Agreement. All
payments of principal and interest must be made in United States dollars in
immediately available funds to the order of Holder.

     3. Subordination. The indebtedness evidenced by this Note is hereby
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expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full in cash of the Company's Senior
Indebtedness. For purposes of this Note, the term "Senior Indebtedness" shall
mean, unless expressly subordinated to the amounts due under this Note, the
principal of (and premium, if any), unpaid interest on and amounts reimbursable,
fees, expenses, costs of enforcement and other amounts due in connection with,
(i) indebtedness of Company, or indebtedness of any subsidiary or affiliate of
Company with respect to which Company is a guarantor, to banks, commercial
finance lenders, insurance companies, or other lending institutions regularly
engaged in the business of lending money, which is for money borrowed, whether
or not secured, and (ii) renewals, extensions, modifications, replacements,
restatements

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and refundings of any such indebtedness or obligations described in clause (i)
of this paragraph, to the extent that such renewals, extensions, modifications,
replacements, restatements or refundings would otherwise constitute the type of
indebtedness or obligations described in clause (i) of this paragraph; provided,
however, that no indebtedness incurred by Company which causes the aggregate
principal amount of such indebtedness outstanding to exceed the Maximum Amount
(as defined below) (but only to the extent of such excess) shall be Senior
Indebtedness (for purposes of determining any particular amount of indebtedness
in this sentence, guaranties supporting Subsidiary Senior Indebtedness (as
defined below) otherwise included in the determination of such particular amount
shall not be included). The term "Maximum Amount" shall mean $10,000,000 minus
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any Subsidiary Senior Indebtedness (for purposes of determining any particular
amount of Subsidiary Senior Indebtedness in this sentence, guaranties supporting
Senior Indebtedness hereunder or guaranties supporting other Subsidiary Senior
Indebtedness otherwise included in the determination of such particular amount
shall not be included). The term "Subsidiary Senior Indebtedness" shall mean the
aggregate principal amount of Senior Indebtedness incurred by USI Care
Management, Inc., Texas Professional Administrators, Inc., USI Prescription
Benefits Management Co., USI Benefits Group, Inc., Select Providers, Inc. and
USI Administrators, Inc. (for purposes of this sentence the term "Senior
Indebtedness" shall have the meaning given to such term in the Guaranty, dated
as of the date hereof, executed by each of USI Care Management, Inc., Texas
Professional Administrators, Inc., USI Prescription Benefits Management Co., USI
Benefits Group, Inc., Select Providers, Inc. and USI Administrators, Inc. for
the benefit of USI Insurance Services Corp).

          (a) Insolvency Proceedings. If there shall occur any receivership,
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insolvency assignment for the benefit of creditors, bankruptcy (voluntary or
involuntary), reorganization, or arrangements with creditors generally (whether
or not pursuant to bankruptcy or other insolvency laws), sale of all or
substantially all of the assets, dissolution, liquidation, or any other
marshaling of the assets and liabilities of Company (i) the holder(s) of Senior
Indebtedness shall be entitled to receive payment in full in cash of all Senior
Indebtedness (including any interest thereon accruing at the contract rate after
the commencement of any such proceedings, whether or not allowed as a claim in
such proceedings) then outstanding before Holder shall be entitled to receive
any payment or distribution, whether in cash, securities or other property, in
respect of the principal of, interest on or other amounts due with respect to
this Note at the time outstanding, and (ii) any payment or distribution, whether
in cash, securities or other property, (other than securities of Company or any
other corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated, at least to the extent provided in this
Section 3, to the payment of all Senior Indebtedness at the time outstanding and
to any securities issued in respect thereof under any such plan of
reorganization or readjustment), which would otherwise (but for this Section 3)
be payable or deliverable in respect of the amounts due under this Note shall,
to the extent of the aggregate amount, if any, remaining unpaid on account of
the Senior Indebtedness, be paid or delivered directly to the holder(s) of the
Senior Indebtedness (ratably according to the aggregate amounts remaining unpaid
on account of the Senior Indebtedness held by each) or to a trustee or other
representative for holder(s) of Senior Indebtedness.

          (b) Permitted Payments Default on Senior Indebtedness. Notwithstanding
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any provision to the contrary contained in this Note, so long as there shall not
have occurred and be continuing an event of default which has been declared in
writing, or is automatically effective in the case of bankruptcy or insolvency
events, with respect to any Senior Indebtedness (as such event of default is
defined therein or in the instrument under which it is outstanding), which event
of default permits the holder to accelerate the maturity thereof (a "Senior
Default"), Company shall be permitted to make, and Holder to accept and receive,
scheduled payments of principal and accrued interest under this Note.
Notwithstanding anything to

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the contrary contained in this Section 3, Company shall not make and Holder
shall not receive any payment of any kind of amounts payable under this Note
after delivery by a holder of Senior Indebtedness to Company and Holder of
written notice that a Senior Default has occurred; provided, however, that such
payments may thereafter be made if such holder of Senior Indebtedness consents
to such payments in writing or agrees in writing that such Senior Default has
been cured or waived.

          (c) Acceleration; Enforcement Rights. After delivery by a holder of
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Senior Indebtedness to Company and Holder of a written notice that a Senior
Default has occurred and prior to the payment in full in cash of the Senior
Indebtedness, Holder shall have no right to accelerate the maturity of the
amounts due under this Note or otherwise demand payment thereof, enforce any
claim with respect to the amounts due under this Note, institute or attempt to
institute any bankruptcy or insolvency proceedings against Company or otherwise
to take any action against Company or Company's property without the prior
written consent of each holder of Senior Indebtedness.

          (d) Turnover of Payments. Except for payments permitted under Section
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3(b), should any payment or distribution whether in cash, securities or other
property, be received by Holder upon or with respect to the amounts payable
under this Note by any means, including, without limitation, setoff, prior to
the payment in full in cash of the Senior Indebtedness, Holder shall receive and
hold the same in trust, as trustee, for the benefit of the holder(s) of the
Senior Indebtedness, and shall forthwith deliver the same to the holder(s) of
the Senior Indebtedness (ratably according to the aggregate amounts remaining
unpaid on account of the Senior Indebtedness held by each) or to a trustee or
other representative for holder(s) of Senior Indebtedness in precisely the form
received for application to the Senior Indebtedness (whether or not it is then
due).

          (e) Further Assurances. By acceptance of this Note, Holder agrees to
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execute and deliver customary forms of subordination agreement requested from
time to time by holder(s) of Senior Indebtedness, and as a condition to Holder's
rights hereunder, Company may require that Holder execute such forms of
subordination agreement.

          (f) Other Indebtedness. No indebtedness which does not constitute
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Senior Indebtedness shall be senior in any respect to the indebtedness
represented by this Note.

          (g) Subrogation. Subject to the payment in full in cash of all Senior
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Indebtedness and the termination of any commitments to lend under the agreements
or instruments governing such Senior Indebtedness, Holder shall be subrogated to
the rights of the holder(s) of such Senior Indebtedness (to the extent of the
payments or distributions made to the holder(s) of such Senior Indebtedness
pursuant to the provisions of this Section 3) to receive payments and
distributions of assets of Company applicable to the Senior Indebtedness. No
such payments or distributions applicable to the Senior Indebtedness shall, as
between Company and its creditors, other than the holder(s) of Senior
Indebtedness and Holder, be deemed to be a payment by Company to or on account
of this Note; and for purposes of such subrogation, no payments or distributions
to the holder(s) of Senior Indebtedness to which Holder would be entitled except
for the provisions of this Section 3 shall, as between Company and its
creditors, other than the holder(s) of Senior Indebtedness and Holder, be deemed
to be a payment by Company to or on account of the Senior Indebtedness.

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          (h) No Impairment. Subject to the rights, if any, of the holder(s) of
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Senior Indebtedness under this Section 3 to receive cash, securities or other
properties otherwise payable or deliverable to Holder and the other restrictions
set forth in this Section 3, nothing contained in this Section 3 shall impair,
as between Company and Holder, the obligation of Company, subject to the terms
and conditions hereof, to pay to Holder the principal hereof and interest hereon
as and when the same become due and payable.

          (i) Lien Subordination. Any lien of Holder on any assets or property
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of Company or any proceeds or revenues therefrom which Holder may have at any
time as security for any amounts due and obligations under this Note shall be
subordinate to all liens now or hereafter granted to a holder of Senior
Indebtedness by Company or by law, notwithstanding the date or order of
attachment or perfection of any such lien or the provisions of any applicable
law. Until payment in full in cash of all of Company's Senior Indebtedness,
Holder agrees that a holder of Senior Indebtedness may dispose of any or all of
the collateral for the Senior Indebtedness held by such holder free and clear of
any and all liens in favor of Holder in accordance with applicable law including
taking title to such collateral after notice to Holder. Holder agrees that any
such sale or other disposition by a holder of Senior Indebtedness as is
necessary to satisfy in full, all of the principal of, interest on and
reasonable costs of collection of the Senior Indebtedness shall be made free and
clear of any lien granted to Holder provided the entire proceeds (after
deducting reasonable expenses of sale) are applied to reduce the Senior
Indebtedness. Upon the request of a holder of Senior Indebtedness, Holder shall
execute and deliver or cause to be executed and delivered any releases or other
documents and agreements that a holder of Senior Indebtedness may reasonably
request to dispose of the collateral for the Senior Indebtedness free of any
lien of Holder in such collateral.

          (j) Continuing Subordination. The subordination effected by these
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provisions is a continuing subordination and may not be modified or terminated
by Holder until payment in full in cash of the Senior Indebtedness. At any time
and from time to time, without consent of or notice to Holder, and without
impairing or affecting the obligations of Holder hereunder: (i) the time for
Company's performance of, or compliance with any agreement relating to Senior
Indebtedness may be modified or extended or such performance may be waived; (ii)
a holder of Senior Indebtedness may exercise or refrain from exercising any
rights under any agreement relating to the Senior Indebtedness; (iii) any
agreement relating to the Senior Indebtedness may be revised, amended or
otherwise modified for the purpose of adding or changing any provision thereof
or changing in any manner the rights of Company, any holder of Senior
Indebtedness or any guarantor thereunder; (iv) payment of Senior Indebtedness or
any portion thereof may be accelerated or extended or refunded or any
instruments evidencing the Senior Indebtedness may be renewed in whole or in
part; (v) any person or entity liable in any manner for payment of the Senior
Indebtedness may be released by a holder of Senior Indebtedness; (vi) a holder
of Senior Indebtedness may make loans or otherwise extend credit to Company
whether or not any default or event of default exists with respect to such
Senior Indebtedness; and (vii) a holder of Senior Indebtedness may take and/or
release any lien at any time on any collateral now or hereafter securing the
Senior Indebtedness and take or fail to take any action to perfect any lien at
any time granted therefor, and take or fail to take any action to enforce such
liens. Notwithstanding the occurrence of any of the foregoing, these
subordination provisions shall remain in full force and effect with respect to
the Senior Indebtedness, as the same may have been modified, extended, renewed
or refunded.

          (k) Holder's Waivers. The holders of Senior Indebtedness may, at any
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time and from time to time, without the consent of or notice to the Holder,
without incurring responsibility to the Holder and without impairing or
releasing the subordination provided in this Section 3 or the

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obligations hereunder of the Holder to the holders of Senior Indebtedness, do
any one or more of the following: (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii)
release any person or entity liable in any manner for the collection of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company and any other person or entity.

          (l) Reliance of Holder(s) of Senior Indebtedness. Holder, by its
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acceptance hereof, shall be deemed to acknowledge and agree that the foregoing
subordination provisions are, and are intended to be, an inducement to and a
consideration of each holder of Senior Indebtedness, whether such Senior
Indebtedness was created or acquired before or after the creation of the
indebtedness evidenced by this Note, and each such holder of Senior Indebtedness
shall be deemed conclusively to have relied on such subordination provisions
acquiring and holding or continuing to hold, such Senior Indebtedness.

     4. Miscellaneous. (a) This Promissory Note is binding on Company and its
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successors, heirs and assigns.

          (b) The terms of this Promissory Note may be amended from time to time
only by the written agreement of Company and Holder.

          (c) This Promissory Note will be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
principles of conflicts of law.

          (d) Company hereby waives presentment, demand, notice of dishonor,
protest, notice of protest and all other demands, protests and notices in
connection with the execution, delivery, performance, collection and enforcement
of this Promissory Note.

          (e) Holder shall not assign this Promissory Note without the prior
written consent of Company, which consent shall not be unreasonably withheld.

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Company has executed this Promissory Note on the day and the year first above
written.

                                         CBCA INC.


                                         BY:/s/ George D. Pillari
                                            ------------------------------------
                                         Name:  George D. Pillari
                                         Title: Chairman and CEO


Accepted and Agreed to by:


USI INSURANCE SERVICES CORP.


By: /s/ Edward Bowler
    -------------------------
Name:   Edward Bowler
Title:  CFO

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