EXHIBIT 10.15

                                 PROMISSORY NOTE
                                  (this "Note")

U.S. $1,575,000.00                                       March 15, 1996 ("Date")

FOR VALUE RECEIVED, PHYSICIAN'S VISITING NURSE SERVICE, INC. ("Borrower"), a
Texas corporation, promises to pay to the order of TEXAS COMMERCE BANK NATIONAL
ASSOCIATION ("Bank") on or before April 15, 1997, (the "TERMINATION DATE"), at
its banking house at 712 Main Street, Houston, Harris County, Texas, or at such
other location as Bank may designate, in lawful money of the United States of
America, the lesser of: (i) the principal sum of ONE MILLION FIVE HUNDRED
SEVENTY-FIVE THOUSAND AND NO/100THS UNITED STATES DOLLARS (U.S. $1,575,000.00)
(the "Maximum Loan Total"); or (ii) the aggregate unpaid principal amount of all
loans made by Bank (each such loan being a "LOAN"), which may be outstanding on
the Termination Date. Each Loan shall be due and payable on the maturity date
agreed to by Bank and Borrower with respect to such Loan (the "MATURITY DATE").
In no event shall any Maturity Date fall on a date after the Termination Date.
Subject to the terms and conditions of this Note and the Loan Documents,
Borrower may borrow, repay and reborrow all or any part of the credit provided
for herein at any time before the Termination Date, there being no limitation on
the number of Loans made so long as the total unpaid principal amount at any
time outstanding does not exceed the Maximum Loan Total.
         "BOARD" means the Board of Governors of the Federal Reserve System of
the United States.
         "BORROWING DATE" means any Business Day on which Bank shall make a Loan
hereunder.
         "BUSINESS DAY" means a day: (i) on which Bank and commercial banks in
New York City are generally open for business; and (ii) with respect to LIBOR
Loans, on which dealings in United States Dollar deposits are carried out in the
interbank markets.
         "HIGHEST LAWFUL RATE" means the maximum nonusurious rate of interest
from time to time permitted by applicable law. If Texas law determines the
Highest Lawful Rate, Bank has elected the "indicated" (weekly) ceiling as
defined in the Texas Credit Code or any successor statute. Bank may from time to
time, as to current and future balances, elect and implement any other ceiling
under such Code and/or revise the index, formula or provisions of law used to
compute the rate on this open-end account by notice to Borrower, if and to the
extent permitted by, and in the manner provided in such Code.
         "INTEREST PERIOD" means the period commencing on the Borrowing Date and
ending on the Maturity Date, consistent with the following provisions. The
duration of each Interest Period shall be: (a) in the case of a Prime Rate Loan,
a period of up to the Termination Date unless any portion thereof is converted
to a LIBOR Loan hereunder; and (b) in the case of a LIBOR Loan, a period of up
to one, two, three or six months; in each case as selected by Borrower and
agreed to by Bank. Borrower's choice of Interest Period is subject to the
following limitations: (i) No Interest Period shall end on a date after the
Termination Date; and (ii) If the last day of an Interest Period would be a day
other than a Business Day, the Interest Period shall end on the next succeeding
Business Day (unless the Interest Period relates to a LIBOR Loan and the next
succeeding Business Day is in a different calendar month than the day on which
the Interest Period would otherwise end, in which case the Interest Period shall
end on the next preceding Business Day).
         "LIBOR LOAN" means a Loan which bears interest at a rate determined by
reference to the LIBOR Rate.
         "LIBOR RATE" means a per annum interest rate determined by Bank by
DIVIDING: (i) the average rate per annum (rounded upwards, if necessary, to the
next 1/16 of 1%) of the rates per annum at which United States dollar deposits
in an amount comparable to the principal amount of the LIBOR Loan to which such
LIBOR Rate is applicable for a term equal to or substantially equal to the
Interest Period are offered by Bank to prominent banks in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of the applicable Interest Period; by (ii) Statutory Reserves.
         "LOAN DOCUMENTS" means this Note and any document or instrument
evidencing, securing, guaranteeing or given in connection with this Note.
         "OBLIGATIONS" means all principal, interest and other amounts which are
or become owing under this Note or any other Loan Document.
         "OBLIGOR" means Borrower and any guarantor, surety, co-signer, general
partner or other person who may now or hereafter be obligated to pay all or any
part of the Obligations.
         "PRIME RATE" means the rate determined from time to time by Bank as its
prime rate. The Prime Rate shall change automatically from time to time without
notice to Borrower or any other person. THE PRIME RATE IS A REFERENCE RATE AND
MAY NOT BE BANK'S LOWEST RATE.
         "PRIME RATE LOAN" means a Loan which bears interest at a rate
determined by reference to the Prime Rate.
         "STATUTORY RESERVES" means the DIFFERENCE (expressed as a decimal) of
the number one minus the aggregate of the maximum reserve percentages
(including, without limitation, any marginal, special, emergency, or
supplemental reserves) expressed as a decimal established by the Board and any
other banking authority to which Bank is subject to, with respect to the LIBOR
Rate, for Eurocurrency Liabilities (as defined in Regulation D of the Board).
Such reserve percentages shall include, without limitation, those imposed under
such Regulation D. LIBOR Loans shall be deemed to constitute Eurocurrency
Liabilities and as such shall be deemed to be subject to such reserve
requirements without benefit of or credit for proration, exceptions or offsets
which may be available from time to time to any bank under such Regulation D.
Statutory Reserves shall be adjusted automatically on and as of the effective
date of any change in any reserve percentage.
         Loans may be either Prime Rate Loans or LIBOR Loans. Borrower shall pay
interest on the unpaid principal amount of each Prime Rate Loan at a rate per
annum equal to the lesser of: (i) the Prime Rate in effect from time to time
minus one percent (1%)(the "EFFECTIVE PRIME RATE"); or (ii) the Highest Lawful
Rate. Accrued interest on each Prime Rate Loan is due and payable on the last
day of each month and at the Maturity Date. Borrower shall pay interest on the
unpaid principal amount of each LIBOR Loan for the Interest Period with respect
thereto at a rate per annum equal to the lesser of: (i) the LIBOR Rate plus one
percent (1%) (the "EFFECTIVE LIBOR RATE"); or (ii) the Highest Lawful Rate.
Accrued interest on each LIBOR Loan is due on the last day of each Interest
Period applicable thereto, and in the case of an Interest Period in excess of
three months, on each day which occurs every three months after the initial date
of such Interest Period, and on any prepayment (on the amount prepaid).
         If at any time the effective rate of interest which would otherwise be
payable on any Loan evidenced by this Note exceeds the Highest Lawful Rate, the
rate of interest to accrue on the unpaid principal balance of such Loan during
all such times shall be limited to the Highest Lawful Rate, but any subsequent
reductions in such interest rate shall not become effective to reduce such
interest rate below the Highest Lawful Rate until the total amount of interest
accrued on the unpaid principal balance of such Loan equals the total amount of
interest which would have accrued if the Effective Prime Rate, or Effective
LIBOR Rate, whichever is applicable, had at all times been in effect.
         Each LIBOR Loan shall be in an amount not less than $500,000.00 and an
integral multiple of $100,000.00. Each Prime Rate Loan shall be in an amount not
less than $100,000.00 and an integral multiple of $25,000.00. Interest shall be
computed on the basis of the actual number of days elapsed and a year comprised
of 360 days, unless such calculation would result in a usurious interest rate,
in which case such interest shall be calculated on the basis of a 365 or 366 day
year, as the case may be.
         The unpaid principal balance of this Note at any time will be the total
amounts advanced by Bank, less the amount of all payments or prepayments of
principal. Absent manifest error, the records of Bank will be conclusive as to
amounts owed.
                               Page 1 of 4 Pages

         Loans shall be made on Borrower's irrevocable notice to Bank, given not
later than 10:00 A.M. (Houston time) on, in the case of LIBOR Loans, the third
Business Day prior to the proposed Borrowing Date or, in the case of Prime Rate
Loans, the first Business Day prior to the proposed Borrowing Date. Each notice
of a requested borrowing (a "NOTICE OF REQUESTED BORROWING") under this
paragraph may be oral or written, and shall specify: (i) the requested amount;
(ii) proposed Borrowing Date; (iii) whether the requested Loan is to be a Prime
Rate Loan or LIBOR Loan; and (iv) Interest Period for the LIBOR Loan. If any
Notice of Requested Borrowing shall be oral, Borrower shall deliver to Bank
prior to the Borrowing Date a confirmatory written Notice of Requested
Borrowing.
         Borrower may on any Business Day prepay the outstanding principal
amount of any Prime Rate Loan, in whole or in part. Partial prepayments shall be
in an aggregate principal amount of $100,000.00 or a greater integral multiple
of $25,000.00. Borrower shall have no right to prepay any LIBOR Loan.
         Provided that no Event of Default has occurred and is continuing,
Borrower may elect to continue all or any part of any LIBOR Loan beyond the
expiration of the then current Interest Period relating thereto by providing
Bank at least three Business Day's written or telecopy notice of such election,
specifying the Loan or portion thereof to be continued and the Interest Period
therefor and whether it is to be a Prime Rate Loan or LIBOR Loan provided that
any continuation as a LIBOR Loan shall not be less than $500,000.00 and shall be
in an integral multiple of $100,000.00. If an Event of Default shall have
occurred and be continuing, the Borrower shall not have the option to elect to
continue any such LIBOR Loan or to convert Prime Rate Loans into LIBOR Loans.
Provided that no Event of Default has occurred and is continuing, Borrower may
elect to convert any Prime Rate Loan at any time or from time to time to a LIBOR
Loan by providing Bank at least three Business Day's written or telecopy notice
of such election, specifying each Interest Period therefor. Any conversion of
Prime Rate Loans shall not result in a borrowing of LIBOR Loans in an amount
less than $500,000.00 and in integral multiples of $100,000.00.
         If at any time Bank determines in good faith (which determination shall
be conclusive) that any change in any applicable law, rule or regulation or in
the interpretation, application or administration thereof makes it unlawful, or
any central bank or other governmental authority asserts that it is unlawful,
for Bank or its foreign branch or branches to maintain any LIBOR Loan by means
of dollar deposits obtained in the London interbank market (any of the above
being described as a "LIBOR Event"), then, at the option of Bank, the aggregate
principal amount of all LIBOR Loans outstanding shall be prepaid; however the
prepayment may be made at the sole option of the Bank with a Prime Rate Loan.
Upon the occurrence of any LIBOR Event, and at any time thereafter so long as
such LIBOR Event shall continue, the Bank may exercise its aforesaid option by
giving written notice thereof to Borrower.
         If any domestic or foreign law, treaty, rule or regulation (whether now
in effect or hereinafter enacted or promulgated, including Regulation D of the
Board) or any interpretation or administration thereof by any governmental
authority charged with the interpretation or administration thereof (whether or
not having the force of law): (a) changes, imposes, modifies, applies or deems
applicable any reserve, special deposit or similar requirements in respect of
any Loan or against assets of, deposits with or for the account of, or credit
extended or committed by, Bank; or (b) imposes on Bank or the interbank
eurocurrency deposit and transfer market or the market for domestic bank
certificates or deposit any other condition affecting any such Loan; and the
result of any of the foregoing is to impose a cost to Bank of agreeing to make,
funding or maintaining any such Loan or to reduce the amount of any sum
receivable by Bank in respect of any such Loan, then Bank may notify Borrower in
writing of the happening of such event and Borrower shall upon demand pay to
Bank such additional amounts as will compensate Bank for such costs as
determined by Bank. Without prejudice to the survival of any other agreement of
Borrower under this Note, the obligations of Borrower under this paragraph shall
survive the termination of this Note.
         Borrower will indemnify Bank against, and reimburse Bank on demand for,
any loss, cost or expense incurred or sustained by Bank (including without
limitation any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by Bank to fund or maintain
LIBOR Loans) as a result of: (a) any payment or prepayment (whether permitted by
Bank or required hereunder or otherwise) of all or a portion of any LIBOR Loan
on a day other than the Maturity Date of such Loan; (b) any payment or
prepayment, whether required hereunder or otherwise, of any LIBOR Loan made
after the delivery of a Notice of Requested Borrowing but before the applicable
Borrowing Date if such payment or prepayment prevents the proposed Loan from
becoming fully effective; or (c) the failure of any LIBOR Loan to be made by
Bank due to any action or inaction of Borrower. Such funding losses and other
costs and expenses shall be calculated and billed by Bank and such bill shall,
as to the costs incurred, be conclusive absent manifest error.
         All past-due principal and interest on this Note, will, at Bank's
option, bear interest at the Highest Lawful Rate, or if applicable law does not
provide for a maximum nonusurious rate of interest, at a rate per annum equal to
the Prime Rate plus five percent (5%).
         In addition to all principal and accrued interest on this Note,
Borrower agrees to pay: (a) all reasonable costs and expenses incurred by Bank
and all owners and holders of this Note in collecting this Note through probate,
reorganization, bankruptcy or any other proceeding; and (b) reasonable
attorney's fees if and when this Note is placed in the hands of an attorney for
collection.
         Borrower and Bank intend to conform strictly to applicable usury laws.
Therefore, the total amount of interest (as defined under applicable law)
contracted for, charged or collected under this Note will never exceed the
Highest Lawful Rate. If Bank contracts for, charges or receives any excess
interest, it will be deemed a mistake. Bank will automatically reform the
contract or charge to conform to applicable law, and if excess interest has been
received, Bank will either refund the excess to Borrower or credit the excess on
the unpaid principal amount of this Note. All amounts constituting interest will
be spread throughout the full term of this Note in determining whether interest
exceeds lawful amounts.
         This Note is given in renewal, extension, modification and increase of
that certain Term Promissory Note dated December 22, 1994 executed by Borrower
and payable to the order of Bank in the original principal amount of
$1,650,000.00 (the "Renewed Note"). The Renewed Note is secured by Third Party
Security Agreement - Pledge dated June 29, 1994 executed by Harvey R. Houck,
Jr.; Third Party Security Agreement - Pledge dated June 29, 1994 executed by
Mark H. and Sheryl W. Fisher; Third Party Security Agreement - Pledge dated June
29, 1994 executed by Mark H. Fisher; and by Third Party Security Agreement
Pledge dated June 30, 1994 executed by John Schurwon. Borrower specifically
acknowledges the validity and enforceability of each of the Security Agreements
and Borrower agrees, ratifies and confirms that each and all the liens, security
interests and other interests as more fully described in the Security Agreements
are hereby granted, renewed, extended and hereby brought forward to secure this
Note. Borrower agrees and acknowledges that the terms "secured indebtedness" and
"indebtedness secured hereby" as used in each of the Security Agreements and any
security agreement executed in connection with or arising under or related to
the Renewed Note includes all indebtedness arising under or related to this Note
(including all subsequent renewals, extensions, increases, modifications,
rearrangements thereof and substitutions or replacements thereto of the
foregoing) and related to or arising under any of the Loan Documents. This
Agreement in no way acts as a release and/or relinquishment of any liens,
security interests and/or rights in connection with any collateral securing
payment of this Note or the Renewed Note. Borrower agrees to execute security
agreements and financing statements, all in such form and substance acceptable
to Bank and its counsel to further evidence such security interests if so
requested by Bank.
         Loans under this Note shall be used solely for the purpose of working
capital for the Borrower.
         Each of the following events or conditions is an "EVENT OF DEFAULT:"
(1) any Obligor fails to pay any of the Obligations when due; (2) any warranty,
representation or statement now or hereafter contained in or made in connection
with any Loan Document was false or misleading in any respect when made; (3) any
Obligor violates any covenant, condition or

                               Page 2 of 4 Pages

agreement contained in any Loan Document; (4) any Obligor fails or refuses to
submit financial information requested by Bank or to permit Bank to inspect its
books and records on request; (5) any event of default occurs under any other
Loan Document; (6) any individual Obligor dies, or any Obligor that is an entity
dissolves; (7) a receiver, conservator or similar official is appointed for any
Obligor or any Obligor's assets; (8) any petition is filed by or against any
Obligor under any bankruptcy, insolvency or similar law; (9) any Obligor makes
an assignment for the benefit of creditors; (10) a final judgment is entered
against any Obligor and remains unsatisfied for 30 days after entry, or any
property of any Obligor is attached, garnished or otherwise made subject to
legal process; (11) any material adverse change occurs in the business, assets,
affairs or financial condition of any Obligor; and (12) Borrower is in default
of any other obligation to or any other agreement with Bank.
         If any Event of Default occurs, then Bank may do any or all of the
following: (i) cease making Loans hereunder; (ii) declare the Obligations to be
immediately due and payable, without notice of acceleration or of intention to
accelerate, presentment and demand or protest or notice of any kind, all of
which are hereby expressly waived; (iii) set off, in any order, against the
Obligations any debt owing by Bank to any Obligor, including, but not limited
to, any deposit account, which right is hereby granted by each Obligor to Bank;
and (iv) exercise any and all other rights under the Loan Documents, at law, in
equity or otherwise.
         No waiver of any default is a waiver of any other  default.  Bank's
delay in exercising  any right or power under any Loan Document is not a waiver
of such right or power.
         Each Obligor severally waives notice, demand, presentment for payment,
notice of nonpayment, notice of intent to accelerate, notice of acceleration,
protest, notice of protest, and the filing of suit and diligence in collecting
this Note and all other demands and notices, and consents and agrees that its
liabilities and obligations will not be released or discharged by any or all of
the following, whether with or without notice to it or any other Obligor, and
whether before or after the stated maturity hereof: (i) extensions of the time
of payment; (ii) renewals; (iii) acceptances of partial payments; (iv) releases
or substitutions of any collateral or any Obligor; and (v) failure, if any, to
perfect or maintain perfection of any security interest in any collateral. Each
Obligor agrees that acceptance of any partial payment will not constitute a
waiver and that waiver of any default will not constitute waiver of any prior or
subsequent default.
         Where appropriate the neuter gender includes the feminine and the
masculine and the singular number includes the plural number.
         Borrower represents and agrees that: all Loans evidenced by this Note
are and will be for business, commercial, investment or other similar purpose
and not primarily for personal, family, or household use as such terms are used
in Chapter One of the Texas Credit Code. Borrower represents and agrees that
each of the following statements is true: (i) No advances will be used primarily
for agricultural purposes as such term is used in the Texas Credit Code. (ii) No
advances will be used for the purpose of purchasing or carrying any margin stock
as that term is defined in Regulation U of the Board. Notwithstanding anything
contained herein or in any other Loan Document, if this is a consumer credit
obligation (as defined or described in 12 C.F.R. 227, Regulation AA, promulgated
by the Board), the security for this credit obligation will not extend to any
non-possessory security interest in household goods (as defined in Regulation
AA) other than a purchase money security interest, and no waiver of any notice
contained herein or therein will extend to any waiver of notice prohibited by
Regulation AA.
         Chapter 15 of the Texas Credit Code shall not apply to this Note or to
any Loan evidenced by this Note.
         This Note is governed by Texas law. If any provision of this Note is
illegal or unenforceable, that illegality or unenforceability will not affect
the remaining provisions of this Note. BORROWER AND BANK AGREE THAT THE COUNTY
IN WHICH BANK'S PRINCIPAL OFFICE IS LOCATED IN TEXAS IS PROPER VENUE FOR ANY
ACTION OR PROCEEDING BROUGHT BY BORROWER OR BANK, WHETHER IN CONTRACT, TORT, OR
OTHERWISE. ANY ACTION OR PROCEEDING AGAINST BORROWER MAY BE BROUGHT IN ANY STATE
OR FEDERAL COURT IN SUCH COUNTY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW.
TO THE EXTENT PERMITTED BY APPLICABLE LAW BORROWER HEREBY IRREVOCABLY (A)
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, AND (B) WAIVES ANY
OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT
FORUM. BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED
OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED BELOW.
BANK MAY SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW AND MAY BRING ANY
ACTION OR PROCEEDING AGAINST BORROWER OR WITH RESPECT TO ANY OF ITS PROPERTY IN
COURTS IN OTHER PROPER JURISDICTIONS OR VENUES.
         For purposes of this Note, any assignee or subsequent holder of this
Note will be considered the "Bank," and each successor to Borrower will be
considered the "Borrower."
         Each Borrower and cosigner represents that if it is not a natural
person, it is duly organized and validly existing and in good standing under the
laws of the state of its incorporation or organization; has full power to own
its properties and to carry on its business as now conducted; is duly qualified
to do business and is in good standing in each jurisdiction in which the nature
of the business conducted by it makes such qualification desirable; and has not
commenced any dissolution proceedings. Each Borrower and cosigner that is
subject to the Texas Revised Partnership Act ("TRPA") agrees that Bank is not
required to comply with Section 3.05(d) of the TRPA and agrees that Bank may
proceed directly against one or more partners or their property without first
seeking satisfaction from partnership property. Each Borrower and cosigner
represents that if it conducts business under an assumed business or
professional name it has properly filed Assumed Name Certificate(s) in the
office(s) required by Chapter 36 of the Texas Business and Commerce Code. Each
of the persons signing below as Borrower or cosigner represents that he/she has
full requisite power and authority to execute and deliver this Note to Bank on
behalf of the party for whom he/she signs and to bind such party to the terms
and conditions of this Note and that this Note is enforceable against such
party.
         NO COURSE OF DEALING BETWEEN BORROWER AND BANK, NO COURSE OF
PERFORMANCE, NO TRADE PRACTICES, AND NO EXTRINSIC EVIDENCE OF ANY NATURE MAY BE
USED TO CONTRADICT OR MODIFY ANY TERM OF THIS NOTE OR ANY OTHER LOAN DOCUMENT.
         THIS NOTE AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



                  IN WITNESS WHEREOF, Borrower has executed this Note effective
the day, month and year first aforesaid.

                      BORROWER:        PHYSICIAN'S VISITING NURSE SERVICE, INC.

                               Page 3 of 4 Pages

                                       By:  /s/ MARK H. FISHER

                                       Name: Mark H. Fisher

                                       Title: President

(Bank's signature is provided as its acknowledgment of the above as the final
written agreement between the parties and as its agreement with each Borrower
subject to TRPA that Bank is not required to comply with Section 3.05(d) of
TRPA.)

TEXAS COMMERCE BANK NATIONAL ASSOCIATION

By: /s/ GARY WHITT

Name: Gary Whitt

Title: VP