1 EXHIBIT 10.33 November 12, 1997 American Physician Partners, Inc. 901 Main Street Suite 2301 Dallas, TX 75202 Dear Sirs: For good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the undersigned...

   1
                                                                   EXHIBIT 10.33



                              November 12, 1997




American Physician Partners, Inc.
000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX  00000


Dear Sirs:

        For good and valuable consideration, the receipt, adequacy and
sufficiency of which is hereby acknowledged, the undersigned hereby agrees,
effective only upon the consummation of the Company's initial underwritten
public offering of Common Stock, (i) to surrender all rights to, and interest
in, two hundred fifty thousand (250,000) shares of the Company's Common Stock
(the "Surrendered Shares") and (ii) to return to the Company the stock
certificate evidencing such Surrendered Shares in exchange for a stock
certificate to be issued by the Company for the balance of such shares.

                                                Very truly yours,



                                                Xxxx Xxxxxxxxx