Exhibit 10.84

                                CO-SALE AGREEMENT

                  This CO-SALE  AGREEMENT (this  "Agreement") is entered into as
of the 31st day of August,  1999 by and among American Physicians Service Group,
Inc. ("APS"), FemPartners,  Inc., a Delaware corporation (the "Company") and the
undersigned Preferred Holders (as hereinafter defined).

                              W I T N E S S E T H :

                  WHEREAS,  the Company,  FemPartners of Central Texas,  Inc., a
Delaware corporation ("Merger Sub") and Syntera HealthCare Corporation,  a Texas
corporation ("Syntera") are parties to that certain Agreement and Plan of Merger
of even date herewith (the "Merger Agreement"),  whereby Syntera was merged into
Merger Sub, and pursuant to which APS  received  certain  shares of Common Stock
(as hereinafter  defined) in exchange for all of its respective  interest in and
to its shares of Syntera's capital stock (the "Merger");

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  promises set forth in this Agreement;

                  THE PARTIES AGREE AS FOLLOWS:

         1.       Definitions.  For purposes of this  Agreement,  the following
terms will have the meanings given in this Section 1:

                  1.1      Common  Stock.  "Common  Stock" shall mean the $0.01
par value per share common stock of the Company.

                  1.2  Equity  Securities.  "Equity  Securities"  shall mean any
securities having voting rights in the election of the Board of Directors of the
Company, or any securities convertible into or exercisable for any shares of the
foregoing, or any agreement or commitment to issue any of the foregoing.

                  1.3      Preferred  Holders.  "Preferred  Holders" shall mean
the  holders  of  Preferred  Stock,  or  any  Equity  Securities  pursuant  to a
conversion, redemption, exchange, or other such transfer of Preferred Stock.

                  1.4  Preferred  Stock.  "Preferred  Stock"  shall mean the par
value $0.01 per share Series A Convertible  Preferred Stock of the Company,  and
any Equity Securities  received upon conversion,  redemption,  exchange or other
such transfer thereof.

         2. Restriction on Transfer of Equity  Securities by Preferred  Holders.
Except as otherwise  provided in this Agreement,  each Preferred Holder will not
sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of
in any way, all or any part of or any interest in the Equity  Securities  now or
hereafter owned or held by the Preferred Holder.  The Company and each Preferred

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Holder agree that any sale, assignment, transfer, pledge, hypothecation or other
encumbrance  or disposition  of Equity  Securities not made in conformance  with
this Agreement  will be null and void,  will not be recorded on the books of the
Company and will not be recognized by the Company.

         3.       Agreement Among the Preferred Holders and APS.
                  ---------------------------------------------

                  3.1  Transfer  Notice.  If at any time a  Preferred  Holder or
Preferred  Holders  propose to transfer  Equity  Securities to one or more third
parties (the "Selling Preferred Holders") pursuant to an understanding with such
third parties (a "Transfer"),  then the Selling Preferred Holders shall give the
Company and APS written notice of the Selling  Preferred  Holders'  intention to
make the Transfer (the "Transfer  Notice"),  which Transfer Notice shall include
(i) a description of the Equity Securities to be transferred ("Offered Shares"),
(ii) the identity of the prospective  transferee(s)  and (iii) the consideration
and the material terms and conditions upon which the proposed  Transfer is to be
made. The Transfer Notice shall certify that the Selling  Preferred Holders have
received a bona fide offer from the prospective  transferee(s) and in good faith
believes a binding  agreement  for the Transfer is  obtainable  on the terms set
forth in the Transfer  Notice.  The Transfer Notice shall also include a copy of
any written proposal, term sheet or letter of intent or other agreement relating
to the proposed  Transfer,  and shall state that APS has ten (10)  business days
following its receipt of the Transfer  Notice within which to notify the Selling
Preferred Holders of any exercise of APS's rights under this Agreement.

                  3.2      Right of Co-Sale.
                           ----------------

                           (a)      APS, upon notifying in writing the Selling
Preferred  Holders  identified  in the Transfer  Notice within ten (10) business
days after receipt of the Transfer  Notice,  shall have the right to participate
in such sale of Equity  Securities on the same terms and conditions as specified
in the Transfer  Notice.  APS's notice to the Selling  Preferred  Holders  shall
indicate  the  number of shares of  Equity  Securities  that APS  wishes to sell
(subject to subsection (b) below) under its right to participate.  To the extent
APS  exercises  its  right of  participation  in  accordance  with the terms and
conditions set forth below,  the number of shares of Equity  Securities that the
Selling  Preferred  Holders may sell in the  Transfer  shall be  correspondingly
reduced.

                           (b)      APS may sell all or any part of that  number
of shares of Equity  Securities equal to the product obtained by multiplying (i)
the  aggregate  number of shares of Equity  Securities  covered by the  Transfer
Notice by (ii) a  fraction,  the  numerator  of which is the number of shares of
Common Stock owned by APS on the date of the Transfer Notice and the denominator
of which is the total  number of shares  of Common  Stock  (including  shares of
Common Stock issuable upon  conversion of Preferred  Stock) owned by the Selling
Preferred Holders and APS on the date of the Transfer Notice.

<PAGE>

                           (c)      APS shall effect its  participation  in the
sale by promptly delivering to the Selling Preferred Holders for transfer to the
prospective purchaser one or more certificates,  properly endorsed for transfer,
which represent the Common Stock which APS elects to sell.

                           (d)      The  stock  certificate  or  certificates
that APS delivers to the Selling  Preferred  Holders  pursuant to Section 3.2(c)
shall be transferred to the prospective  purchaser upon the  consummation of the
sale of the Equity Securities pursuant to the terms and conditions  specified in
the  Transfer  Notice,  and the Selling  Preferred  Holders  shall  concurrently
therewith cause to be remitted to APS that portion of the sale proceeds to which
APS is entitled by reason of its  participation in such sale. To the extent that
any  prospective  purchaser  prohibits such  assignment or otherwise  refuses to
purchase  shares or other  securities  from APS, the Selling  Preferred  Holders
shall not sell to such prospective  purchaser any Equity  Securities  unless and
until,  simultaneously  with such sale,  the  Selling  Preferred  Holders  shall
purchase such shares or other securities from APS for the same consideration and
on the same terms and  conditions  as the  proposed  transfer  described  in the
Transfer Notice.

                  3.3  Non-Exercise  of Rights.  To the extent  that APS has not
exercised its rights to participate in the sale of the Offered Shares within the
time periods  specified in Section 3.2, the Selling Preferred Holders shall have
a period of thirty  (30)  business  days from the  expiration  of such rights in
which to sell the  Offered  Shares  upon  terms and  conditions  (including  the
purchase price) no more favorable than those specified in the Transfer Notice to
the third-party transferee(s) identified in the Transfer Notice. The third-party
transferee(s)  shall  acquire  the Offered  Shares free and clear of  subsequent
co-sale rights under this Agreement.  In the event the Selling Preferred Holders
do not  consummate  the sale or  disposition  of the Offered  Shares  within the
thirty (30) business day period from the expiration of these rights, the co-sale
rights shall  continue to be applicable  to any  subsequent  disposition  of the
Offered  Shares by the  Selling  Preferred  Holders  until such right  lapses in
accordance  with the  terms of this  Agreement.  Furthermore,  the  exercise  or
non-exercise  of APS's rights under this  Section 3 to  participate  in sales of
Equity  Securities by the Selling  Preferred  Holders shall not adversely affect
APS's rights to  subsequently  participate  in sales of Equity  Securities  by a
Preferred Holder.

                  3.4  Limitations  to  Co-Sale  Rights.   Notwithstanding   the
provisions  of Sections 3.1 and 3.2 of this  Agreement,  a Preferred  Holder may
sell or otherwise assign,  with or without  consideration,  Equity Securities to
(i) any person or entity controlling, controlled by or under common control with
the Preferred Holder or (ii) partners, members or stockholders of such Preferred
Holder (in each case,  except where such  person(s) were admitted as, or became,
partners,  members  or  stockholders  for the  primary  purpose of  effecting  a
transfer of Equity  Securities exempt under this Section 3.4), or in the case of
individuals,  to members of such Preferred  Holder's immediate family or a trust
for the  benefit  of such  immediate  family  members;  provided  that each such
transferee  or  assignee,  prior to the  completion  of the sale,  transfer,  or
assignment  shall  have  executed  documents  assuming  the  obligations  of the
Preferred   Holder  under  this  Agreement  with  respect  to  the   transferred
securities.  The Preferred Holders acknowledge and agree that the co-sale rights
granted in Sections  3.1 and 3.2 of this  Agreement  apply to any sale of Equity
Securities  by any  Preferred  Holder  pursuant to Section  2.6 of that  certain
Investors Rights Agreement, dated as of October 31, 1997, among the Company and

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the other parties thereto,  unless APS is the party that triggered the Preferred
Holders'  rights to sale Equity  Securities  under  Section 2.6 of the Investors
Rights Agreement.  This Agreement shall not apply,  however,  to any transaction
described in Section 8 hereof.

                  3.5      Prohibited Transfers.
                           --------------------

                           (a)      In  the  event  a  Preferred  Holder  should
sell any Equity  Securities in  contravention of the co-sale rights of APS under
Section 3.2 (a "Prohibited  Transfer"),  APS, in addition to such other remedies
as may be  available at law, in equity or  hereunder,  shall have the put option
provided  below,  and the  Preferred  Holder  shall be  bound by the  applicable
provisions of such option.

                           (b)      In the event of a Prohibited Transfer,  APS
shall  have the right to sell to the  Preferred  Holder  the number of shares of
Common  Stock  equal to the  number of shares APS would  have been  entitled  to
transfer  to the  third-party  transferee(s)  under  Section  3.2 hereof had the
Prohibited  Transfer been effected  pursuant to and in compliance with the terms
hereof. Such sale shall be made on the following terms and conditions:

                                    (i)  The price per share at which the shares
are to be sold to a Preferred Holder under this subsection (b) shall be equal to
the effective price per share of Common Stock (on an as converted basis) paid by
the  third-party  transferee(s)  to  the  Preferred  Holder  in  the  Prohibited
Transfer. The Preferred Holder shall also reimburse APS for any and all fees and
expense, including legal fees and expenses, incurred pursuant to the exercise or
the attempted exercise of APS's rights under Section 3.

                                    (ii)    Within  ninety  (90) days after the
later of the dates on which APS (A) received  notice of the Prohibited  Transfer
or (B)  otherwise  became  aware  of the  Prohibited  Transfer,  APS  shall,  if
exercising  the  option  created  hereby,  deliver to the  Preferred  Holder the
certificate or certificates  representing shares to be sold, each certificate to
be properly endorsed for transfer.

                                    (iii)   The  Preferred  Holder  shall,  upon

receipt of the  certificate  or  certificates  for the shares to be sold by APS,
pursuant to this subsection  (b), pay the aggregate  purchase price therefor and
the amount of reimbursable fees and expenses,  as specified in subsection (b)(i)
above, in cash or by other means acceptable to APS.

                                    (iv)  Unless and until the Preferred  Holder
has fully satisfied its payment and other obligations under this  Section3.5(b),
(A) any attempt by a Preferred Holder to transfer Equity Securities in violation
of Section 3 hereof shall be void, and (B) the Company agrees it will not effect
such a transfer  nor will it treat any  alleged  transferee(s)  as the holder of
such shares without the written consent of APS.

         4.       Assignments  and  Transfers;  No Third Party  Beneficiaries.
This  Agreement and the rights and  obligations of the parties  hereunder  shall
inure to the  benefit  of, and be binding  upon,  their  respective  successors,
assigns and legal representatives, but shall not otherwise be for the benefit of
any third party.

<PAGE>

         5.       Legend.  Each existing or replacement  certificate for shares
now owned or hereafter acquired by the Preferred Holder shall bear the following
legend upon its face:

                  "THE SALE,  PLEDGE,  HYPOTHECATION,  ASSIGNMENT OR TRANSFER OF
                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE IS SUBJECT TO
                  THE TERMS AND CONDITIONS OF A CERTAIN CO-SALE AGREEMENT BY AND
                  BETWEEN  THE   STOCKHOLDER,   THE   CORPORATION  AND  AMERICAN
                  PHYSICIANS SERVICE GROUP, INC. COPIES OF SUCH AGREEMENT MAY BE
                  OBTAINED  UPON  WRITTEN   REQUEST  TO  THE  SECRETARY  OF  THE
                  CORPORATION."

         6. Notices.  Any notice  required or permitted by any provision of this
Agreement  shall be given in  writing  and  shall  be  delivered  by  facsimile,
personally or by courier,  or by registered or certified mail,  postage prepaid,
addressed  (i) in the  case of a  Preferred  Holder  to the  Preferred  Holder's
address as set forth in the signature  pages hereto or such other address as the
Preferred Holder may designate in writing from time to time, (ii) in the case of
the Company, to its principal office, (iii) in the case of APS, to APS's address
as set forth in the  signature  pages  hereto or such other  address as shall be
designated  in writing  from time to time by APS;  and,  (iv) in the case of any
permitted  transferee of a party to this  Agreement or its  transferee,  to such
transferee  at its address as  designated  in writing by such  transferee to the
Company from time to time. Notices that are mailed shall be deemed received five
(5) days after  deposit in the United  States  mail.  Notices sent by courier or
overnight delivery shall be deemed received two (2) days after they have been so
sent.  Notices  sent by  facsimile  shall be deemed  received  only upon receipt
mechanically confirmed by the sender's facsimile machine.

         7. Further  Instruments and Actions.  The parties agree to execute such
further  instruments  and to take  such  further  action  as may  reasonably  be
necessary  to carry out the  intent of this  Agreement.  Each  Preferred  Holder
agrees to  cooperate  affirmatively  with the  Company  and APS,  to the  extent
reasonably  requested by the Company or APS, to enforce  rights and  obligations
pursuant hereto.

         8.  Term.  This  Agreement  shall  terminate  immediately  prior to the
earlier of (i) the closing of a firm  commitment  underwritten  public  offering
pursuant to an effective  registration  statement  under the  Securities  Act of
1933, as amended, covering the offer and sale of the Company's Common Stock at a
price per share of not less than $7.00 (as  adjusted for stock  splits,  reverse
stock  splits and the like  effected  after the date of this  Agreement)  and an
aggregate  offering  price to the Company of not less than  $20,000,000,  or any
other  underwritten  public  offering  in  which  the  holders  of  75%  of  the
outstanding shares of Preferred Stock elect to cause the automatic conversion of
all the  outstanding  shares of  Preferred  Stock,  and (ii) the  closing of the
Company's sale of all or  substantially  all of its assets or the acquisition of
the  Company  by  another  entity  by means of  merger,  consolidation  or other
transaction or series of related  transactions  resulting in the exchange of the
outstanding shares of the Company's capital stock such that the stockholders of

<PAGE>

the Company prior to any such  transaction  referred to in this clause (ii) own,
directly  or  indirectly,  less  than  two-thirds  of the  voting  power  of the
surviving entity.

         9. Entire Agreement.  This Agreement contains the entire  understanding
of the parties hereto with respect to the subject matter hereof,  supersedes all
other agreements between or among any of the parties with respect to the subject
matter hereof and cannot be altered or otherwise  amended except  pursuant to an
instrument  in writing  signed by each of the  parties to this  Agreement.  This
Agreement shall be interpreted under the laws of the State of Texas.

         10.  Amendments and Waivers.  Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular  instance and either  retroactively or  prospectively),  only
with the written  consent of the Company,  the written  consent of each affected
Preferred  Holder  and the  written  consent  of APS.  Any  amendment  or waiver
effected in accordance  with this paragraph shall be binding upon each Preferred
Holder and APS and their respective successors and assigns.

         11.      Separability.   In  case  any  provision  of  this  Agreement
shall  be  invalid,   illegal  or unenforceable,  the  validity,  legality and
enforceability  of the remaining  provisions  shall not in any way be affected
or impaired thereby.

         12. Attorney's Fees. In the event that any dispute among the parties to
this Agreement should result in litigation, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees,  costs and expenses
of enforcing  any right of such  prevailing  party under or with respect to this
Agreement,  including without  limitation,  such reasonable fees and expenses of
attorneys and accountants,  which shall include,  without limitation,  all fees,
costs and expenses of appeals.

         13.      Counterparts.  This  Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.



                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

                                SIGNATURE PAGE TO

                                CO-SALE AGREEMENT

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date first written above.

COMPANY:                        FEMPARTNERS, INC.


                                By:  /s/ William C. Altman
                                     -------------------------------------
                                     President and Chief Executive Officer

                                Address:      1300 Post Oak Blvd., Suite 600
                                              Houston, Texas  77056
                                              Attn:  Danguole Spakevicius




APS:                            AMERICAN PHYSICIANS SERVICE GROUP, INC.


                                By:      /s/ William H. Hayes
                                         ----------------------------

                                Address: 1301 Capital of Texas Hwy., Suite C-300
                                         Austin, Texas  78746
                                         Attn:  Ken Shifrin




PREFERRED HOLDER:

                                By:     /s/ Other Parties Named Therein
                                        ---------------------------------