AMERICAN PHYSICIANS SERVICE GROUP INC
AMEND REVOLVING CREDIT AGREEMENT-BANK OF AMERICA
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>AMEND REVOLVING CREDIT AGREEMENT-BANK OF AMERICA
<TEXT>


                                                                   Exhibit 10.93

Bank of America, N.A.
(formerly NationsBank, N.A., formerly NationsBank of Texas, N.A.)
515 Congress Avenue
11th Floor
Austin, TX  78702

Re:   Request for Amendment to and Waiver of Certain Provisions of the Revolving
Credit Loan Agreement.

American  Physicians Service Group, Inc., a Texas corporation  ("Company"),  and
Bank of America,  N.A.  (formerly  NationsBank,  N.A.,  formerly  NationsBank of
Texas,  N.A.)  ("Lender"),  have entered into that certain Revolving Credit Loan
Agreement (as renewed,  extended,  restated,  and amended from time to time, the
"Loan  Agreement")  dated as of February  10,  1998.  Under the terms of certain
Guaranties (for each Guarantor  defined below, the  "Guaranty"),  certain of the
"Subsidiaries" (as defined in the Loan Agreement) of Company (collectively,  the
"Guarantors")  have guaranteed  payment of the  "Liabilities"  and "Obligations"
(each defined in the Guaranty). Unless otherwise specified (i) capitalized terms
used herein shall have the same meanings as set forth in the Loan  Agreement and
(ii)  references to "Sections"  are to sections of the Loan  Agreement.  Company
hereby  requests  an  amendment  of  certain  terms and  provisions  of the Loan
Agreement, subject to the terms and conditions contained herein.

Section 1.  COMPANY  REQUEST.  Company has advised  Lender that  pursuant to the
terms of the Settlement Agreement and Mutual Release between Company, the George
Weissfisch  A-1  Living  Trust,  Dr.  George   Weissfisch,   and  APS  Financial
Corporation  dated  November 1, 1994,  Company plans to purchase  stock from the
George Weissfisch A-1 Living Trust, including,  among other securities,  no more
than 200,000 shares of stock issued by the Company.

Section 2.        AMENDMENT TO LOAN AGREEMENT.

         The second  sentence of Section 6.07 is hereby  amended in its entirety
to read as follows:

                   "Borrower  agrees that it shall not repurchase stock having a
                  fair market value in excess of $1,000,000 other than (i) up to
                  1,199,400  shares  purchased  from 3rd  Avenue  Value Fund and
                  related  companies in exchange for 599,700 Prime  shares,  and
                  (ii)  pursuant to the terms of the  Settlement  Agreement  and
                  Mutual Release between  Borrower,  APS Financial  Corporation,
                  the George  Weissfisch  A-1 Living  Trust  ("Trust"),  and Dr.
                  George  Weissfisch,  dated  November  1,  1994,  Borrower  may
                  purchase   securities,   which  shall  include,   among  other
                  securities, no more than 200,000 shares of stock issued by the
                  Borrower   (collectively,   all  of  the  securities  are  the
                  "Weissfisch  Securities")  from the Trust for a purchase price
                  not exceeding $2,700,000 for all of the Weissfisch Securities;
                  and

Section 3.        REPRESENTATIONS. The Company and each Guarantor hereby
                  represent and warrant to Lender that:

                  (i)     the representations  and  warranties  contained in the
                  Loan  Agreement and the other Loan  Documents  are true and
                  correct on and as of the date hereof as though made on and as
                  of such date;



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April 26, 2000
Page 4


                  (ii) neither  the  Company  nor  any of the  Guarantors  is in
                  default in the due performance  of any  covenant or  agreement
                  contained  in the Loan  Agreement  or any other Loan
                  Document; and

                  (iii)    no Default has occurred and is continuing.

Section 4.  Confirmations.  Each of the Company and the Guarantors  ratifies and
confirms that the Loan Agreement, the Guaranties, the Pledge Agreements, and the
other Loan Documents are and remain in full force and effect in accordance  with
their respective terms, as amended hereby.  In addition,  each of the Guarantors
acknowledges,  agrees,  accepts and consents to the terms and provisions  hereof
and each other Loan  Document  as amended  hereby,  and each  agrees that of the
definitions "Liabilities", "Obligation", and "Obligations" set forth in the Loan
Documents shall include the Loan Agreement and Note as amended hereby. Except as
expressly  provided  herein,  this  letter  does  not  constitute  a  waiver  or
modification  of any of the terms or provisions  set forth in the Loan Agreement
or any other  Loan  Document  and shall not impair any right that the Lender may
now or  hereafter  have under or in  connection  with the Loan  Agreement or any
other Loan Document.  Borrower also agrees to cause APS Realty,  Inc, a Delaware
corporation,  (successor by merger to APS Realty, Inc., a Texas corporation), to
execute an amended and restated guaranty of the Obligation.

Section 5.        No Impairment. The waivers and amendments hereby granted by
                  the Lender:

                  (i) does not impair the Lender's  rights to insist upon strict
                 compliance with the Loan Agreement or the other Loan Documents,
                  and

                  (ii)  does not  extend to any other  Loan  Document.  The Loan
         Documents,  as amended  hereby  continue  to bind and inure the Lender,
         Company, the Guarantors,  and their respective successors and permitted
         assigns.

Section  6.  Counterparts.   This  agreement,  when  countersigned  by  Company,
Guarantors,  and Lender shall be a "Loan Document" as defined and referred to in
the Loan  Agreement and the other Loan Documents and may be signed in any number
of  counterparts,  each of which shall be deemed an  original,  but all of which
together shall constitute one and the same  instrument.  This agreement shall be
governed by and construed in accordance with the laws of the State of Texas.

Section 7. Entire Agreement.  THIS AGREEMENT,  THE LOAN AGREEMENT,  THE NOTE AND
THE OTHER LOAN DOCUMENTS  EMBODY THE FINAL,  ENTIRE  AGREEMENT AMONG THE PARTIES
HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS,
AND  UNDERSTANDINGS,  WHETHER  WRITTEN OR ORAL,  RELATING TO THE SUBJECT  MATTER
HEREOF  AND  MAY  NOT  BE   CONTRADICTED   OR  VARIED  BY   EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS OR  DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK.
                            SIGNATURE PAGES FOLLOW.]



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                                 Signature Page
                                Page One of Three
If the  foregoing is agreeable to you,  please  signify your  acceptance  of the
terms and  conditions  set forth herein by placing  your  signature in the space
provided below.

                      Very truly yours,

                      AMERICAN PHYSICIANS SERVICE GROUP, INC.
                      as Borrower


                      By:  /s/ Ken Shifrin
                          ---------------------------
                      Name:
                            Ken Shifrin
                          ---------------------------
                      Title:
                            President
                          ---------------------------

<PAGE>



                                 Signature Page
                                Page Two of Three
                                   GUARANTORS:

                           SYNTERA TECHNOLOGIES, INC.
                                APS REALTY, INC.
                                   APSC, INC.
                              APS CONSULTING, INC.
                               each as a Guarantor



                By:
                       /s/ W. H. Hayes
                       --------------------
                Name:
                        W. H. Hayes
                       --------------------
                Title:
                        Secretary
                       --------------------



<PAGE>




                                 Signature Page
                               Page Three of Three
AGREED AND ACCEPTED as of the date first stated above.



                  BANK OF AMERICA,  N.A. (formerly  NationsBank,  N.A., formerly
                          NationsBank of Texas, N.A.)



                  By:
                       /s/ Daniel H. Penkar
                       ---------------------
                  Daniel H. Penkar
                       ---------------------
                  Senior Vice President
                       ---------------------


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