$190,000.00 HOUSTON, TEXAS JANUARY 31, 1997
FOR VALUE RECEIVED, the undersigned, DOCTORS PRACTICE MANAGEMENT, INC., ("Maker")
promises to pay to the order of JCW MEDICAL ASSOCIATES, P.A. ("Payee") of Houston, Harris County,
Texas in lawful money of the United States of America, the sum of ONE HUNDRED NINETY THOUSAND
AND 00/100 DOLLARS ($190,000.00), together with interest on the unpaid principal balance hereof from date
hereof until maturity at the fixed rate of SIX AND ONE-HALF percent per annum; provided, however, in no
event shall interest hereon ever be charged, paid, collected or received at a rate in excess of the maximum
nonusurious rate from time to time permitted by applicable Federal or Texas law, whichever shall permit the
higher lawful rate (the "Highest Lawful Rate"). If the interest rate provided for elsewhere herein at any time would
exceed the Highest Lawful Rate but for the limitation contained herein, the actual rate of interest to accrue on the
unpaid amount of this Note shall be limited to the Highest Lawful Rate.
At all such times, if any, as Texas law shall establish the Highest Lawful Rate, the Highest Lawful Rate shall be the
"monthly ceiling" (as defined in Chapter One of the Texas Credit Code) from time to time in effect; but the Payee
may from time to time, as to current and future balances, implement any other ceiling under such Chapter and /or
revise the index, formula or provision of law used to compute the rate on this Note by notice to the Maker, if and
to the extent permitted by, and the manner provided in, such Chapter.
This Note shall be due and payable as follows:
Principal shall be due and payable within a year from the date of this Note. Interest shall be calculated on the
outstanding note principal balance at a fixed rate of SIX AND ONE-HALF percent on a 365 days basis, and
shall be paid on the maturity of this Note.
All past due principal and interest on this note shall bear interest at the Highest Lawful Rate, or i