EXHIBIT 10.23
                                    TERM NOTE

$25,000,000.00                Boston, Massachusetts               April 26, 1996

     FOR VALUE  RECEIVED,  the  undersigned,  PRIME MEDICAL  SERVICES,  INC. , a
Delaware corporation ("Maker"), hereby promises to pay to the order of THE FIRST
NATIONAL  BANK OF  BOSTON,  a national  banking  association  ("Payee"),  at the
offices of The First National Bank of Boston, as Administrative  Agent (together
with any  successor  as  provided in the  Agreement,  hereinbelow  defined,  the
"Administrative Agent") at 100 Federal Street, Boston, Massachusetts,  in lawful
money of the United States of America,  the principal sum of TWENTY FIVE MILLION
and 00/100 DOLLARS  ($25,000,000.00),  together with interest on the outstanding
principal balance from day to day remaining, as herein specified.

     This Note has been executed and delivered by Maker pursuant to the terms of
that certain  Amended and Restated Loan  Agreement of even date  herewith  among
Maker,  Payee, the Administrative  Agent and each of the other banks which is or
may become a party thereto or any successor or assignee thereof (as the same may
be amended,  supplemented or modified from time to time, the "Agreement") and is
one of the  Term  Notes  described  therein.  Capitalized  terms  used  and  not
otherwise  defined  herein  shall  have the same  meanings  as set  forth in the
Agreement.

     Reference is hereby made to the Agreement  for  provisions  affecting  this
Note, including, without limitation,  provisions regarding payments, prepayments
(optional and mandatory),  Events of Default and the Administrative  Agent's and
Payee's rights as a result of the occurrence thereof.

     The  outstanding  principal  balance  hereof shall bear  interest  prior to
maturity at a varying rate per annum which shall from day to day be equal to the
lesser of (a) the Maximum Rate, or (b) the Applicable Rate in effect from day to
day,  each  such  change in the rate of  interest  charged  hereunder  to become
effective,  without notice to Maker, on the effective date of each change in the
Applicable Rate or the Maximum Rate, as the case may be; provided,  however,  if
at any time the Applicable  Rate shall exceed the Maximum Rate,  thereby causing
the interest rate hereon to be limited to the Maximum Rate,  then any subsequent
reduction in the  Applicable  Rate shall not reduce the rate of interest  hereon
below the Maximum Rate until the total amount of interest  accrued hereon equals
the amount of interest which would have accrued  hereon if the  Applicable  Rate
had at all times  been in  effect.  The  unpaid  principal  balance  of, and all
accrued and unpaid  interest on, this Note shall be due and payable on the dates
and at the times set forth in the Agreement. All past-due principal and interest
shall bear interest at the Default Rate.

     Notwithstanding anything to the contrary contained herein, no provisions of
this Note shall  require  the  payment or permit the  collection  of interest in
excess of the Maximum  Rate. If any excess of interest in such respect is herein
provided  for,  or shall  be  adjudicated  to be so  provided,  in this  Note or
otherwise in  connection  with this loan  transaction,  the  provisions  of this
paragraph  shall  govern  and  prevail,  and  neither  Maker  nor the  sureties,
guarantors,  successors or assigns of Maker shall be obligated to pay the excess
amount of such interest,  or any other excess sum paid for the use,  forbearance
or  detention  of sums loaned  pursuant  hereto.  If for any reason  interest in
excess of the Maximum Rate shall be deemed charged, required or permitted by any
court of competent  jurisdiction,  any such excess shall be applied as a payment
and reduction of the principal of  indebtedness  evidenced by this Note; and, if
the principal  amount hereof has been paid in full,  any remaining  excess shall
forthwith be paid to Maker.  In determining  whether or not the interest paid or
payable  exceeds the Maximum Rate,  Maker,  the  Administrative  Agent and Payee
shall,  to  the  extent  permitted  by  applicable  law,  (i)  characterize  any
non-principal  payment as an expense,  fee, or premium  rather than as interest,
(ii) exclude voluntary  prepayments and the effects thereof, and (iii) amortize,
prorate,  allocate,  and  spread in equal or unequal  parts the total  amount of
interest throughout the entire  contemplated term of the indebtedness  evidenced
by this  Note so that the  interest  for the  entire  term does not  exceed  the
Maximum Rate.


<PAGE>





     Upon the occurrence of an Event of Default,  the  Administrative  Agent may
(and if  directed  by the  Required  Banks,  shall)  declare  the entire  unpaid
principal  of and  accrued  interest  on this Note  immediately  due and payable
without notice, demand or presentment,  all of which are hereby waived, and upon
such  declaration,  the same  shall  become  and  shall be  immediately  due and
payable,  and the  Administrative  Agent  shall have the right to  foreclose  or
otherwise enforce all Liens or security  interests,  securing payment hereof, or
any part  hereof,  and  offset  against  this  Note any sum or sums  owed by the
Administrative  Agent,  Payee or the  holder  hereof  to Maker.  Failure  of the
Administrative  Agent,  Payee or the holder hereof to exercise this option shall
not constitute a waiver of the right to exercise the same upon the occurrence of
a subsequent Event of Default.

     If the Administrative  Agent, Payee or the holder hereof expends any effort
in any attempt to enforce  payment of all or any part or  installment of any sum
due the holder hereunder,  or if this Note is placed in the hands of an attorney
for  collection,  or if it is  collected  through any legal  proceedings,  Maker
agrees to pay all  costs,  expenses,  and fees  incurred  by the  Administrative
Agent, Payee or the holder, including reasonable. attorneys' fees.

     This Note shall be governed by and construed in accordance with the laws of
the Commonwealth of  Massachusetts  and the applicable laws of the United States
of America.

     Except as  provided in the  Agreement,  Maker and each  surety,  guarantor,
endorser,  and other party ever liable for payment of any sums of money  payable
on this Note  jointly  and  severally  waive  notice,  presentment,  demand  for
payment,  protest,  notice of protest and  non-payment  or  dishonor,  notice of
acceleration,  notice  of  intent to  accelerate,  notice  of intent to  demand,
diligence in  collecting,  grace,  and all other  formalities  of any kind,  and
consent to all  extensions  without notice for any period or periods of time and
partial payments, before or after maturity, and any impairment of any Collateral
securing this Note, all without prejudice to the Administrative  Agent, Payee or
the holder. The Administrative  Agent, Payee and the holder shall similarly have
the  right to deal in any way,  at any time,  with one or more of the  foregoing
parties  without  notice to any  other  party,  and to grant any such  party any
extensions  of time for  payment of any of said  indebtedness,  or to release or
substitute  part or all of the  Collateral  securing  this Note, or to grant any
other indulgences or forbearances whatsoever,  without notice to any other party
and without in any way affecting the personal liability of any party hereunder.


                                            PRIME MEDICAL SERVICES, INC.

                                            By:____________________________
                                               Cheryl Williams
                                               Vice President - Finance




<PAGE>