REAL ESTATE CONTRACT

 Exhibit 2.1

                              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")

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
forth herein shall not survive the Closing, but shall merge therein.

         5.       CLOSING.

                  (a) DATE AND PLACE. The consummation of the sale and purchase
of the Property contemplated by this Contract (the "Closing") shall occur on or
before June 30, 2001 (the "Closing Date"). The exact date shall be specified in
a written notice from Buyer to Sellers. The Closing shall occur in the offices
of Akin, Gump, Strauss, Hauer & Feld, L.L.P., 816 Congress Avenue, Suite 1900,
Austin, Texas 78701.

                  (b)    SELLERS' OBLIGATIONS AT CLOSING.  At the Closing,  each
Seller,  at its sole cost and expense, shall deliver, or cause to be delivered,
to Buyer the following with respect to its own Property:

                           (1)      SPECIAL WARRANTY DEED.  Seller shall execute
and deliver to the Title Company for recording a Special  Warranty  Deed,  fully
executed and acknowledged by Seller,  conveying indefeasible fee simple title to
the Property, subject only to the Permitted Exceptions.

                           (2)      OTHER INSTRUMENTS. Seller shall  execute and
deliver such other documents as are customarily  executed in Texas in connection
with the conveyance of real property, including all required closing statements,
releases,  affidavits,  evidences of authority to execute the documents, and any
other instruments that may be required by the Title Company.

                           (3)      POSSESSION. Seller shall deliver  possession
of the  Property  to  Buyer at Closing.

                           (4)      ROLL-BACK  TAXES. If the  Property  has been
assessed  as "open  space"  or  "agricultural"  land,  Buyer  agrees  to pay all
subsequent ad valorem tax  assessments and penalties for any period prior to the
Closing due to any change in ownership or usage of the  Property.  The foregoing
provisions shall survive termination of this Contract.

                           (5)      FOREIGN INVESTMENT IN REAL  PROPERTY TAX ACT
                                    REQUIREMENTS.  Seller and Buyer agree to
comply with all requirements of the Foreign Investment In Real Property Tax Act,
as  amended,  and  applicable  IRS  Regulations  ("FIRPTA").  If Seller is not a
"foreign person" as defined in FIRPTA, this requirement includes the delivery of
a  Certificate  at Closing  verifying  that Seller is not a foreign  person.  If
Seller  is a  foreign  person  or  if  Seller  fails  to  deliver  the  required
Certificate, Seller acknowledges that a portion of the Purchase Price that would
otherwise  be paid to Seller at the Closing  must be withheld in order to comply
with the FIRPTA requirements.

                  (c)      Buyer's Obligations At Closing.

                           (1)      CONDITIONS   FOR   CLOSING.   Buyer  shall
not be obligated to close this  transaction  until all of the  requirements  and
conditions  for the Closing have been performed as required  herein.  At Buyer's
option,  any of such  conditions that are unsatisfied at the time of Closing may
be waived by Buyer.

                           (2)      PAYMENT OF PURCHASE PRICE.  At the Closing,
Buyer shall pay the Purchase Price in cash.

                  (d)      CLOSING  COSTS.  Each  Seller,  in their  prorata
portions,  and Buyer agree to pay the following costs at the Closing:

                           (1) PAID BY SELLER. Seller agrees to pay (according
         to its prorata portion) the cost of preparing the Special Warranty
         Deed; the premium for the Owner"s Title Policy, if required; the cost
         of preparing and recording any releases and other documents necessary
         to convey the Property in accordance with this Contract; one-half (1/2)
         of any escrow or closing fee charged by the Title Company; and any
         other similar closing costs customarily paid by a seller of real
         property.

                           (2) PAID BY BUYER. Buyer agrees to pay the recording
         fees for the Special Warranty Deed; one-half (1/2) of any escrow or
         closing fee charged by the Title Company; the lender's fees and
         charges, the premium for the Mortgagee's Title Policy, if required, and
         any other similar closing costs customarily paid by a Buyer of real
         property.

                  (e) PRORATIONS. All ad valorem taxes relating to the Property
for the year of the Closing  shall be  prorated as of the date of Closing  among
Sellers, as to their respective Property,  and Buyer. If the amount of taxes for
that year are not known at the time of Closing, the prorations shall be based on
the taxes for the year prior to Closing.

         6.       DEFAULTS AND REMEDIES.

                  (a) BUYER'S DEFAULT AND SELLER'S REMEDIES. Buyer shall be
deemed to be in default  under this  Contract  if all of Buyer's  conditions  to
Closing  have been  satisfied  and Buyer  fails or refuses  to  perform  Buyer's
obligations  at  Closing  for any  reason  other  than a default  by a Seller or
termination by Buyer under some  provision of this Contract.  If Buyer is deemed
to be in default under this Contract,  either Seller may, at its sole option, do
any one or more of the following:  (i) terminate this Contract by written notice
delivered  to Buyer on or before  the date of  Closing;  (ii)  enforce  specific
performance of this Contract  against  Buyer;  (iii) exercise any other right or
remedy  each  Seller  may have at law or in equity  by  reason of such  default,
including recovery of any damages suffered by such Seller because of the default
by Buyer.

                  (b) SELLERS' DEFAULTS AND BUYER'S REMEDIES. A Seller shall be
deemed to be in default under this  Contract on the  occurrence of any of one or
more  of  the   following   events:   (i)  any  of  a  Seller's   warranties  or
representations set forth in this Contract is or becomes untrue at anytime on or
before the Closing;  or (ii) a Seller fails to meet,  comply with or perform any
covenant,  agreement  or  obligation  within  the time  limits and in the manner
required  in this  Contract.  If a Seller is deemed to be in default  under this
Contract,  Buyer  may,  at  Buyer's  sole  option,  do any  one or  more  of the
following: (i) terminate this Contract by written notice delivered to Sellers on
or before the date of Closing;  or (ii)  enforce  specific  performance  of this
Contract against the defaulting Seller.

                  (c) ATTORNEY'S FEES. If any party to this Contract defaults in
the performance  required  hereunder,  and the  non-defaulting  party employs an
attorney  to  enforce  the terms

hereof,  such  non-defaulting  party shall be entitled to reasonable  attorney's
fees from the  defaulting  party if such  non-defaulting  party  prevails in any
litigation to enforce this Contract.

         7.       COMMISSION.

                  (a) Indemnity. SELLERS AND BUYER EACH WARRANT AND REPRESENT TO
THE OTHERS  THAT NONE OF THEM HAS DEALT  WITH ANY AGENT OR BROKER IN  CONNECTION
WITH THE SALE AND PURCHASE OF THE PROPERTY,  AND SELLERS AND BUYER EACH AGREE TO
INDEMNIFY  AND HOLD THE OTHER  PARTIES  HARMLESS  FROM ANY LOSS,  LIABILITY,  OR
EXPENSE  SUFFERED BY ANOTHER  PARTY BY REASON OF A BREACH OF SUCH  WARRANTY  AND
REPRESENTATION.  THE  FOREGOING  INDEMNITY  SHALL  SURVIVE  TERMINATION  OF THIS
CONTRACT.

                  (b) NOTICE. Buyer is hereby advised by Sellers that Buyer
should have the abstract covering the Property examined by an attorney of the
Buyer's own selection, or that such Buyer should be furnished with or obtain a
policy of title insurance, and by signing this Contract Buyer acknowledges
receipt of this notice.

         8. NOTICE. All notices, demands and requests which may be given or
which  are  required  to be given by any  party to the  other  parties,  and any
exercise  of a right  of  termination  provided  by this  Contract,  shall be in
writing and shall be deemed  effective  when:  (i)  personally  delivered to the
intended  recipient;  (ii) sent, by certified or registered mail, return receipt
requested,  addressed to the intended  recipient at the address specified below;
(iii)  delivered  in person to the address set forth below for the party to whom
the notice was given; (iv) deposited into the custody of a recognized  overnight
delivery service, addressed to such party at the address specified below; or (v)
sent by facsimile,  provided that receipt for such  facsimile is verified by the
sender  and  followed  by a notice  sent in  accordance  with  one of the  other
provisions set forth above. For purposes of this Section 9, the addresses of the
parties  for all  notices are as follows  (unless  changed by similar  notice in
writing given by the particular person whose address is to be changed):

         If to a Seller:            American Physicians Service Group, Inc.
                                    1301 Capital of Texas Highway
                                    Suite C-300
                                    Austin, Texas  78746
                                    Attention:  Cheryl Williams
                                    Phone No.  (512) 314-4506
                                    Fax No.  (512) 328-8510

                                    APS Realty, Inc.
                                    1301 Capital of Texas Highway
                                    Suite C-300
                                    Austin, Texas  78746
                                    Attention:  Cheryl Williams
                                    Phone No.  (512) 314-4506
                                    Fax No.  (512) 328-8510

If to Buyer:                        Prime Medical Management, Inc.
                                    1301 Capital of Texas Highway
                                    Suite C-300
                                    Austin, Texas  78746
                                    Attention:  Cheryl Williams
                                    Phone No.  (512) 314-4506
                                    Fax No.  (512) 328-8510

         9.      MISCELLANEOUS.

                  (a)      ASSIGNMENT  OF CONTRACT.  This  Contract may not be
assigned by Buyer without the prior, written consent of Sellers, such consent
not to be unreasonably withheld.

                  (b) SURVIVAL OF COVENANTS. Any of the representations,
warranties, covenants and agreements of the parties, as well as any rights and
benefits of the parties, pertaining to a period of time following the Closing
shall survive the Closing and shall not be merged therein.

                  (c)      Texas Law to Apply.  THIS CONTRACT SHALL BE CONSTRUED
UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND ALL OBLIGATIONS
OF THE PARTIES  CREATED BY THE CONTRACT ARE PERFORMABLE IN TRAVIS COUNTY.

                  (d)      PARTIES  BOUND.  This Contract  shall be binding upon
and inure to the benefit of the parties to this  Contract  and their  respective
heirs, executors, administrators, legal representatives, successors and assigns.

                  (e) LEGAL CONSTRUCTION. In case any one or more of the
provisions  contained  in  this  Contract  shall  for any  reason  be held to be
invalid, illegal, or unenforceable in any respect, such invalidity,  illegality,
or  unenforceability  shall not affect any other provision of the Contract,  and
this Contract shall be construed as if such invalid,  illegal,  or unenforceable
provision had never been contained in the Contract.

                  (f)     PRIOR AGREEMENTS SUPERSEDED. This Contract constitutes
the sole and only  agreement of the parties to the Contract and  supersedes  any
prior   understandings  or  written  or  oral  agreements  between  the  parties
concerning the purchase of the Property.

                  (g)     TIME OF ESSENCE. Time is of the essence of this
Contract.

                  (h) GENDER. Words of any gender used in this Contract shall be
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.

                  (i) MULTIPLE COUNTERPARTS. This Contract may be executed in a
number  of  identical  counterparts  which,  taken  together,  shall  constitute
collectively one (1) agreement;  but in making proof of this Contract,  it shall
not be necessary to produce or account for more than one such counterpart.

                  (j) DAYS AND DEADLINES. As used in this Contract, "days" shall
mean and refer to  calendar  days.  However,  if a  deadline  falls or notice is
required on a Saturday,  Sunday or a legal banking holiday, then the deadline or
notice  shall be  extended  to the next  calendar  day which is not a  Saturday,
Sunday or a legal banking holiday.

                  (k)      EFFECTIVE DATE.  The Effective Date of this  Contract
shall  be the date of the last party (Buyer or Sellers) to sign.

         EXECUTED by Sellers on June 30, 2001.

                    SELLERS:

                    AMERICAN PHYSICIANS SERVICE GROUP, INC., a Texas corporation

                    By:
                         /s/ W.H. Hayes
                         ------------------------
                    Name:
                           H.H. Hayes
                         ------------------------
                    Title:
                           Sr. Vice President
                         ------------------------

                    APS REALTY, INC., a Delaware corporation

                    By:
                         /s/ W.H. Hayes
                         -------------------------
                    Name:
                            W.H. Hayes
                         -------------------------
                    Title:
                            Vice President
                         -------------------------

         EXECUTED by Buyer June 30, 2001.

                    BUYER:

                    PRIME MEDICAL MANAGEMENT, INC., a Nevada corporation

                    By:
                          /s/ Cheryl Williams
                          -------------------------------
                    Name:
                             Cheryl Williams
                          -------------------------------
                    Title:
                           Sr. Vice President, Finance
                          -------------------------------

                                    Exhibit A
                                Legal Description

APSG Land:
---------

The Units described  below,  together with the  appurtenant  interests in Common
Elements as described  below of the Capital View Center  Condominiums  (formerly
known as the  Barnes/Connally  Center  Condominiums),  a condominium  project in
Travis  County,  Texas,  established  pursuant to the Enabling  Declaration  and
Master   Deed  for  the   Establishment   of  a   Condominium   Regime  for  the
Barnes/Connally  Center Condominiums,  Travis County,  Texas, dated December 12,
1983,  recorded on December 16, 1983, in Book 8374, Pages 161 through 211 of the
Travis County Real Estate Records, Travis County, Texas, as amended by the First
Amendment to the Enabling Declaration and Master Deed for the Establishment of a
Condominium Regime for the  Barnes/Connally  Center  Condominiums dated November
10, 1987,  recorded on February 1, 1988, in Book 10569, Pages 483 and 484 of the
Travis County Real Estate Records,  Travis County,  Texas, as further amended by
the  Second  Amendment  to the  Enabling  Declaration  and  Master  Deed for the
Establishment of a Condominium  Regime for the Capital View Center  Condominiums
to Provide for the  Reconfiguration  of Units 2-A-2,  3-A-2,  4-A-2,  and 5-A-2,
dated  March 1, 1991,  recorded  on March 15,  1991,  in Book  11394,  Pages 683
through 687 of the Travis County Real Estate Records,  Travis County,  Texas, as
further  amended by the Third  Amendment to the Enabling  Declaration and Master
Deed for the  Establishment of a Condominium  Regime for the Capital View Center
Condominiums  to Provide  for the  Reconfiguration  of Unit 1-A-2 dated April 6,
1995,  recorded on April 14,  1995 in Book  12416,  Pages 328 through 346 of the
Travis County Real Estate Records,  Travis County, Texas, located on a parcel of
land being all of Barnes and Connally Subdivision, as recorded in Book 82, Pages
346 and 347 of the Travis County Plat Records, Travis County, Texas:

Unit No.  Building   Square Feet   % of Appurtenant Interests in Common Elements
-------   --------   -----------    --------------------------------------------

  1B2        B          6115                           6.4802
  2B2        B          5672                           6.0108

                                      A-1

APSR Land:
---------

The Units described below, together with the appurtenant interests in Common
Elements as described below of the Capital View Center Condominiums (formerly
known as the Barnes/Connally Center Condominiums), a condominium project in
Travis County, Texas, established pursuant to the Enabling Declaration and
Master Deed for the Establishment of a Condominium Regime for the
Barnes/Connally Center Condominiums, Travis County, Texas, dated December 12,
1983, recorded on December 16, 1983, in Book 8374, Pages 161 through 211 of the
Travis County Real Estate Records, Travis County, Texas, as amended by the First
Amendment to the Enabling Declaration and Master Deed for the Establishment of a
Condominium Regime for the Barnes/Connally Center Condominiums dated November
10, 1987, recorded on February 1, 1988, in Book 10569, Pages 483 and 484 of the
Travis County Real Estate Records, Travis County, Texas, as further amended by
the Second Amendment to the Enabling Declaration and Master Deed for the
Establishment of a Condominium Regime for the Capital View Center Condominiums
to Provide for the Reconfiguration of Units 2-A-2, 3-A-2, 4-A-2, and 5-A-2,
dated March 1, 1991, recorded on March 15, 1991, in Book 11394, Pages 683
through 687 of the Travis County Real Estate Records, Travis County, Texas, as
further amended by the Third Amendment to the Enabling Declaration and Master
Deed for the Establishment of a Condominium Regime for the Capital View Center
Condominiums to Provide for the Reconfiguration of Unit 1-A-2 dated April 6,
1995, recorded on April 14, 1995 in Book 12416, Pages 328 through 346 of the
Travis County Real Estate Records, Travis County, Texas, located on a parcel of
land being all of Barnes and Connally Subdivision, as recorded in Book 82, Pages
346 and 347 of the Travis County Plat Records, Travis County, Texas:

Unit No.  Building   Square Feet   % of Appurtenant Interests in Common Elements
--------  --------   -----------   ---------------------------------------------

  1C1        C           2459                       2.6059
  2C1        C           1941                       2.0569
  3C1        C           4938                       5.2329
  1C2        C           11056                      11.7163
  1C3        C           11056                      11.7163

                                      A-2 

Basic Info X:

Name: REAL ESTATE CONTRACT
Type: Real Estate Contract
Date: Dec. 13, 2001
Company: AMERICAN PHYSICIANS SERVICE GROUP INC
State: Texas

Other info: