REAL ESTATE CONTRACT



         THIS REAL ESTATE CONTRACT (this "Contract") is entered into this 30th

day of June, 2001, by and among AMERICAN PHYSICIANS SERVICE GROUP, INC., a Texas

corporation  ("APSG"),  and APS REALTY,  INC., a Delaware  corporation  ("APSR")

(collectively,   "Sellers"  and   individually,   "Seller")  and  PRIME  MEDICAL

MANAGEMENT,  INC., a Nevada  corporation  ("Buyer"),  who, for good and valuable

consideration, agree as follows:



         1.       SALE;  PROPERTY.  Each Seller  agrees to sell and convey its

respective interests in, and Buyer agrees to purchase and pay for, the following

described property, all of which is referred to in this Contract as "Property":



                  (a) LAND. The tract of land described as follows: Being the

units in the Capital View Center Condominiums located in Travis County, Texas,

and more fully described in the Exhibit "A" attached hereto and made a part

hereof.



                  (b) APPURTENANCES. All of Seller's rights and appurtenances to

the Land, including, without limitation, any right, title and interest of Seller

in and to any and all easements and adjacent streets,  waterways,  roads, alleys

or  rights-of-way,  open or proposed,  and all rights,  titles and  interests of

Seller in and to any reversionary rights, if any, attributable or appurtenant to

the Land.



                  (c)      IMPROVEMENTS.  Any  and  all  buildings,  structures,

fixtures  or  other  improvements located on the Land.



                  (d) PROPERTY CONDITION. At Closing, Seller will convey and

deliver its Property to Buyer in its then existing,  as is, where is, condition.

Seller shall not be required to make any alterations,  additions or improvements

to  its  Property.   Except  as  otherwise  provided  herein,  Seller  makes  no

representations or warranties as to its Property or any information delivered by

Seller to Buyer in connection with its Property.



         2.       PURCHASE  PRICE.  Subject to the conditions of this  Contract,

Buyer agrees to pay the following purchase price in the following manner at

Closing (as hereinafter defined):



                  (a)      PURCHASE  PRICE.  Buyer  agrees to pay the  purchase

price of Six Million  Seventy-Five Thousand and No/100  Dollars  ($6,075,000.00)

for the  Property.  This  amount  shall be  allocated  as  follows:

$1,591,000 to APSG for its Property and $4,484,000 to APSR for its Property.



                  (b)      CASH  PAYMENT.  The total  amount  of the  Purchase

Price  shall be paid in cash at the Closing.





         3.       TITLE COMMITMENT.



                  (a) TITLE COMMITMENT. Buyer, if requested by Buyer's lender,

at Buyer's  sole cost and  expense,  shall  obtain a  commitment  for an owner's

policy of title  insurance  ("Title  Commitment")





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in the amount of the  Purchase  Price from Title  Company.  Buyer  shall  notify

Sellers in writing of those  items  shown in the Title  Commitment  which  Buyer

finds  objectionable  ("Title  Objections").  Each Seller may, but shall have no

obligation to correct or remove the Title  Objections  specific to its Property.

If the Title  Objections  are not  corrected or deleted to Buyer's  satisfaction

prior to closing, then Buyer may either:



                           (1)      Terminate  this  Contract by written  notice

to Sellers and Title Company,  in which event the Title Company shall refund the

Escrow  Deposit to Buyer,  and all parties  shall be  released  from all further

obligations under this Contract; and/or



                           (2)      Waive all or any of the Title  Objections

and  close the  transaction  with no reduction in the Purchase Price.



                  (b)      PERMITTED EXCEPTIONS. The standard printed exceptions

on a TLTA  Form-1,  all other exceptions appearing on the Title Commitment which

are not Title  Objections or Title Objections  waived by Buyer shall be

"Permitted Exceptions."



         4.       SELLERS'  REPRESENTATIONS.  With  respect  to itself and its

respective  Property,  each  Seller represents to Buyer as follows:



                  (a) SELLER'S AUTHORITY. The person signing this Contract on

behalf of Seller has the full right,  power,  and  authority  to enter into this

Contract  as  Seller,  and to carry  out  Seller's  obligations,  including  the

conveyance  of its Property to Buyer as provided in this  Contract,  without the

joinder of any other person.



                  (b)   COMPLIANCE  WITH  REGULATIONS.  Seller has not  received

any written notice that its Property violates any restrictive  covenant,  or any

city, county, state or federal regulation, ordinance or statute.



                  (c) MECHANIC'S LIENS. As of the Closing, there will be no

unpaid bills for labor or materials  furnished to Seller in connection  with its

Property that could cause a mechanic's or materialmen's lien to be filed against

its Property.



                  (d) CONDEMNATION. To the current actual knowledge of Seller,

there is no pending  condemnation or similar proceeding  affecting its Property,

nor has Seller any current  actual  knowledge  that any such action is presently

threatened or contemplated.



         The representations of each Seller set forth in this Section are made

as of the date hereof. Each Seller makes no representation that there will be no

change  in any of the  representations  of  Seller  set  forth  herein  prior to

Closing; however, each Seller agrees that it will not take any action to cause a

breach of any of its  representations.  The  representations  of each Seller set

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