Mutual Termination Agreement

Mutual Termination Agreement


                          MUTUAL TERMINATION AGREEMENT



This Mutual  Termination  Agreement (this  "Termination  Agreement") is made and
entered into effective May 15, 1997, by and between Syntera Technologies,  Inc.,
a Delaware corporation formerly known as APS Systems, Inc. ("Syntera"), American
Physicians Service Group,  Inc., a Texas corporation  ("APSG") and International
Software Solutions, Inc., a Virginia corporation ("ISSI").

R E C I T A L S:

WHEREAS,  Syntera and ISSI entered into that certain Joint Development Agreement
dated July 1, 1996, subsequently modified by that certain Letter Agreement dated
July 1, 1996 (together, the "Joint Development Agreement"); and

WHEREAS,  in  connection  with entering  into the Joint  Development  Agreement,
Syntera and ISSI also entered into a Stock  Acquisition  Agreement dated July 1,
1996 (the  "Stock  Acquisition  Agreement")  and,  together  with APSG,  a Stock
Transfer   Restriction  and   Shareholders  Agreement  dated  July 1, 1996  (the
"Shareholders Agreement"); and

WHEREAS,  under the Stock  Acquisition  Agreement  ISSI  obtained  One  Thousand
Forty-One  (1,041)  shares of Syntera  common stock,  all of which was initially
placed  in  escrow  pursuant  to that  certain  Escrow  Agreement  (the  "Escrow
Agreement") by and among Syntera,  ISSI,  APSG,  and Small,  Craig & Werkenthin,
P.C., a Texas professional corporation (the "Escrow Agent"); and

WHEREAS,  Three  Hundred  (300)  shares of the  Syntera  common  stock that were
initially  placed in escrow have been released from escrow pursuant to the terms
of the above described documents and is currently in the possession of ISSI (the
"Released Stock"),  and Seven Hundred Forty-One (741) shares remain in escrow as
of the date of this Termination Agreement (the "Escrowed Stock"); and

WHEREAS,  the parties desire to terminate the Joint Development  Agreement,  the
Stock Acquisition Agreement, the Escrow Agreement and the Shareholders Agreement
on the terms and conditions contained herein.

NOW,  THEREFORE,  in  consideration of the foregoing and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged,  the
parties agree as follows:






1. Termination of Joint Development Agreement.  The parties agree that the Joint
Development Agreement is terminated for all purposes effective May 15, 1997, and
that no parties shall have any rights or obligations with respect thereto to the
extent  such  rights  or  obligations  arise  on or  after  May 15,  1997 or are
otherwise  released  hereby.  Neither  Syntera  nor APSG shall have any  payment
obligations to ISSI or any of its  representatives  under the Joint  Development
Agreement or any of the other  agreements  terminated  hereby,  for the month of
May, 1997; and except as set forth in Section 2 below, none of Syntera,  ISSI or
APSG shall have any payment obligations whatsoever to one another.

Notwithstanding  the  termination  of  the  Joint  Development  Agreement,   the
provisions  of ARTICLE  VIII  (Confidentiality)  and  ARTICLE IX  (Ownership  of
Development  Projects) shall continue to be binding and enforceable;  subject to
ISSI's license to the Scheduling  System as described below. ISSI represents and
warrants that it has delivered to Ms.Jackie Fife, as  representative of Syntera,
any and all  notes,  plans,  notebooks,  data,  information  and other  material
acquired or compiled by ISSI or Syntera with respect to the Joint Development
Agreement and/or the Development  Projects (as defined in the Joint  Development
Agreement),  including  source code,  object code and  technical  documentation,
without retaining any copies thereof, in compliance with ARTICLE IX of the Joint
Development  Agreement;  provided that ISSI may retain its  information  related
specifically to the Scheduling System, as defined below.

2. Sale of Syntera Stock by ISSI.  ISSI hereby  sells,  transfers and conveys to
APSG all right,  title and interest in and to the Three  Hundred (300) shares of
common stock of Syntera  comprising the Released Stock. The total purchase price
for the Released Stock is (i)$50,000  which has been paid to ISSI upon execution
and  delivery of this  Termination  Agreement  by all  parties,  the receipt and
sufficiency of which is hereby acknowledged by ISSI, (ii)the grant by Syntera to
ISSI of a perpetual, royalty free, non-exclusive license to that certain Syntera
Scheduling  System  that was  developed  jointly  under  the  Joint  Development
Agreement  (the  "Scheduling  System"),  the  grant of which  license  is hereby
acknowledged by Syntera,  and (iii)the  transfer by Syntera of all its rights to
that certain third party proprietary software described on Exhibit-A hereto (the
"Third  Party  Software"),  but only to the  extent  the third  party  owners or
licensors of the Third Party Software  consent to such transfer.  Syntera hereby
agrees to contact the owners or licensors of the Third Party Software to attempt
to arrange for the record  transfer of the rights  therein from Syntera to ISSI;
provided any costs  associated  with such  transfer  must be paid by ISSI.  Upon
obtaining  the  consent  of the  owners or  licensors  of each  software  system
included in the Third Party  Software,  Syntera will promptly  deliver all media
and  documentation  related  thereto to ISSI.  Promptly after  execution of this
Termination  Agreement  by all  parties,  Syntera  will use its best  efforts to
deliver a copy of all software  programs  comprising the  Scheduling  Systems to
ISSI in machine readable form.

                                     Page 2


Syntera  hereby  grants  ISSI the right to  retain  possession  of that  certain
equipment and other assets described on Exhibit-B attached hereto (the "Conveyed
Assets")  which the parties  acknowledge  to be in ISSI's  possession  as of the
execution of this  Termination  Agreement.  If, on or before June 30, 1997, ISSI
elects not to retain the  Conveyed  Assets,  ISSI shall ship all of the Conveyed
Assets, in good,  working  condition,  ordinary wear and tear only excepted,  to
Syntera at Syntera=s executive offices in Austin,  Texas, with all fully insured
shipping  costs  prepaid by ISSI.  Upon receipt of the  Conveyed  Assets in such
good, working  condition,  Syntera will promptly forward an additional $5,000 to
ISSI, and ISSI will have no further right, title or interest whatsoever in or to
the Conveyed Assets.

ISSI  represents  and  warrants to APSG and  Syntera  that ISSI owned all right,
title  and  interest  in and to the  Released  Stock,  and had not  transferred,
assigned or conveyed  any interest  therein to any person or entity  whatsoever.
ISSI  further  agrees  that APSG shall be  entitled  to cause  Syntera to be the
record  purchaser  of the  Released  Stock and that ISSI will execute such stock
powers and other  documents and  instruments  as may be reasonably  requested by
APSG or  Syntera to  evidence  the  purchase  of the  Released  Stock by APSG or
Syntera.  ISSI shall have no further rights in or to the Seven Hundred Forty-One
(741) shares of Syntera common stock comprising the Escrowed Stock, or any other
stock or  interest in  Syntera,  and ISSI  agrees to  provide,  and to cause its
representatives to execute and deliver, such instructions to the Escrow Agent as
Syntera or APSG may  request so that the  Escrowed  Stock will be  delivered  to
Syntera for cancellation.  The parties agree that for all purposes, the Escrowed
Stock shall be deemed to have never been issued.  ISSI further agrees to execute
such stock powers and other documents and instruments as may be necessary, or as
may be requested by APSG or Syntera,  to effect the cancellation of the Escrowed
Stock.

3.  Termination  of  Shareholders  Agreement.  The parties hereto agree that the
Shareholders  Agreement shall be terminated and of no further force or effect as
of May 15,1997. Without  limiting the  generality of the foregoing,  the parties
specifically acknowledge and agree that APSG shall have no obligation whatsoever
to  contribute  any cash or property to Syntera,  regardless of whether any such
obligation existed at or prior to May 15,1997, and accordingly, Section 6.5 of 
the Shareholders Agreement shall be considered null and void for all purposes.

ISSI agrees to cause Haridhas Chumbukavi to resign as president, chief technical
officer and a director of Syntera  effective  May 15, 1997, and to cause Terence
Kuch to resign as a director of Syntera  effective  May 15,  1997.  Furthermore,
ISSI agrees to cause all of its  representatives  who hold any elected office as
an officer,  director, agent or otherwise, with Syntera to resign such positions
in writing  effective May 15, 1997.  ISSI agrees to execute and deliver,  and to
cause its representatives to execute and deliver,  such shareholder and director
consents as APSG may request in order to fully  authorize  Syntera to enter into
and perform  this  Termination  Agreement  and to  consummate  the  transactions
contemplated  hereby,  including  without  limitation the amendment of Syntera's
articles  of  incorporation  and/or  bylaws to remove  provisions  inserted  for
purposes of complying with the provisions of the  Shareholders  Agreement or any
of the other agreements terminated hereby.

                                     Page 3


4.      Termination of Stock Acquisition Agreement. The parties hereto agree 
that they will have no further rights or obligations whatsoever pursuant to the 
Stock Acquisition Agreement and that such agreement is hereby terminated in all 
respects.

5. Mutual Releases.  Each of Syntera,  ISSI and APSG does hereby forever release
and  discharge  the  escrow  agent  named in the Escrow  Agreement,  and all the
parties  to this  Termination  Agreement,  and  their  respective  shareholders,
directors, officers, agents, employees, affiliates and representatives, from any
and all claims, demands, causes of actions, obligations,  debts or other rights,
whether  arising  from  the  law  of  contract,  tort,  property,   common  law,
constitutional  law or  statutory  law,  known or unknown,  which it may have or
could assert,  including but not limited to, any and all claims, demands, causes
of action,  obligations,  debts or other rights relating in any way to the Joint
Development  Agreement,   the  Stock  Acquisition  Agreement,  the  Shareholders
Agreement, and/or the Escrow Agreement, or any breaches or potential breaches of
any such agreements,  or the  transactions or other matters  contemplated in any
such  agreements.  The  unnamed  shareholders,   directors,   officers,  agents,
affiliates,  employees and  representatives  of the parties and the escrow agent
are  included  in this  release for the  purpose of fully  releasing  all claims
arising  out of, or relating  in any way to, the  various  agreements  described
above   and  the   transactions   or   other   matters   contemplated   therein.
Notwithstanding the foregoing, nothing contained in this Section5 is intended to
release ISSI with respect to its obligations under the provisions of ARTICLEVIII
(Confidentiality)  and ARTICLE IX  (Ownership  of  Development  Projects) of the
Joint Development Agreement. Furthermore, nothing contained in this Section 5 is
intended to release any of the parties hereto of any of their  obligations under
this Termination  Agreement.  Each of the parties hereto represents and warrants
that if it has full authority to grant the releases  contained in this Section 5
and it has not assigned or  otherwise  transferred  any of the claims,  demands,
causes of action, obligations, debts or other rights purported to be released by
or pursuant to this Section 5.

6.  Miscellaneous.  The parties agree to make no public  disclosures  concerning
this Termination Agreement or the agreements or relationships  terminated herein
except (i)such  disclosures as may be required by law, and (ii)such  disclosures
as may be mutually  agreed upon by the  parties.  Syntera and ISSI agree to take
such steps and execute such  documents  and  instruments  as may  reasonably  be
necessary or requested to more fully document and/or  implement the transactions
contemplated  above.  Neither  Syntera  nor ISSI  may  assign  this  Termination
Agreement,  or any rights or obligations hereunder, in whole or in part, without
the express  prior  written  consent of the other party in each  instance.  This
Termination Agreement shall be construed,  enforced and governed in all respects
by the laws (but not the rules governing conflicts of laws) of the United States
of America and the State of Texas.

                                     Page 4


IN WITNESS WHEREOF,  the parties have executed this Agreement to be effective on
the date first above written.

SYNTERA:                                 Syntera Technologies, Inc.


                                             By:

                                             Printed Name:

                                             Title:


ISSI:                                    International Software Solutions, Inc.


                                             By:

                                             Printed Name:

                                             Title:


APSG:                                    American Physicians Service Group, Inc.


                                             By:

                                             Printed Name:

                                             Title:


                                     Page 5



EXHIBIT-A

THIRD PARTY SOFTWARE



          DESCRIPTION                                       SERIAL NUMBER
          -----------                                       ----------------   
1.  Erwin Open 2.6 (2 licenses, 1 copy of media)            111FOL0276004872
                                                            111F0L0276004884

2.  PVCS

     9 - Version Manager WIN/NT                             2000012

     9 - Tracker WIN/NT                                     240033

     1 - Configuration Builder WIN/NT                       100022

     1 - Notify                                             7696153622

3.  Powerbuilder - 3 user licenses                          P60001036463
                                                            P60001036635
                                                            P60001035963
     

4.  Sysbase Server Software and 10 user pack                SNPUL0000754








EXHIBIT-B

CONVEYED ASSETS



DESCRIPTION/QUANTITY

Main Machine
Hewlett-Packard  3000, Model 917LX,  serial number 3209A15287 with the following
peripherals:

1.   Console - Hewlett-Packard Model 700/92, serial
     number 2745A01322

2.   1.35GB disk drive, Herstal Automation Limited,
     serial number 3302A00863/03496

3.   DTC - Hewlett-Packard Model 2340A, serial number
     3029A03066

4.   Hard disk -  Hewlett-Packard  Model HP6000 SCSI SE, serial  number  
     US40005079 / JP41002730

5.   Keyboard - Hewlett-Packard, serial number 3111S10749


Manuals


1.   Paper manuals (Qty - 2)

2.   Application manuals on floppy disks (Qty - 2)

3.   Manual on CD ROM (Qty - 1)


HP Digital Data Storage

1.   90m Data Cartridge - Blank (Qty - 1)
2.   60m Data Cartridge - Blank (Qty - 1)

Software for networking

1.   Reflection 1/Windows VAR-Domestic Ver:5.20 (Qty-4)
2.   RNS 3000/Windows VAR Pack Ver.5.10 (Qty-4)

Additional Assets

1.   COBOL II/XL Compiler                    Item Number 31500A
2.   System License for HP 3000              Item Number 31500A/310
3.   Tier 1 SPUs Toolset/iX                  Item Number 36044A
4.   CPU Class License                       Item Number 36044A/310
5.   HP 3000 MPE/iX FOS media                Item Number 51453B







6.   U.S. -English Localization              Item Number 51453B/ABA
7.   DDS cartridge                           Item Number 51453B/AAH
8.   Add-on software product-only            Item Number 51453B/002
9.   MPE/iX Release 5.0                      Item Number 51453B/250
10.  MPE/iX O.S. Upgrade                     Item Number FOS3625-AAH/0003


                                      PAGE 2