Exhibit 10.23
AGREEMENT OF EXSORBET INDUSTRIES. INC.
Exsorbet Industries, Inc. hereby indicates that it has no legal basis to
object to the option agreement between those stockholders identified in Exhibit
"A" attached hereto and American Physicians Service Group, Inc. Therefore,
Exsorbet Industries, Inc. agrees that it has no basis to fail to consent to the
terms of such option agreement.
As such, Exsorbet Industries, Inc. indicates that it will be lawfully bound
to comply with the provisions of the option agreement, in all particulars, and
specifically including sections 4, 5, 6, 7, and S.
Exsorbet Industries, Inc., therefore, indicates that it will comply with
the provisions of the option agreement and the direction of those persons
indicated on Exhibit "A," as are necessary for such persons to comply with the
individual agreements existing between such persons and American Physicians
Service Group, Inc.
The provisions ofthis Agreement shall be enforceable against Exsorbet
Industries, Inc. Upon failure of Exsorbet Industries, Inc. to comply in all
particulars with the provisions ofthis Agreement, this Agreement shall be
enforceable by specific performance, injunctive relief, or otherwise.
Exsorbet Industries, Inc. consents to the exclusive jurisdiction of the Courts
in Xxxxxx County, Texas for enforcement of any of the provisions of this
Agreement.
Exsorbet Industries, Inc. has further indicated to American Physicians
Service Group, Inc., and hereby represents and warrants, that in the event of
election of the option to acquire the shares specified in such option agreements
and following failure of delivery of the shares within 60 days after November
30, 1996, that Exsorbet Industries, Inc. will take such steps to insure that the
number of shares not previously delivered are delivered to American Physicians
Service Group, Inc., at the same cost, without regard to whether such shares
should come from an individual shareholder or be issued by Exsorbet Industries,
Inc.
This Agreement shall be construed in accordance with the laws and statutes of
the State of Texas.
EXSORBET INDUSTRIES, INC.
By:
Title:
Executed on this 30th day of September, 1996.
