Exh. 10-28

                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                  SUN VALLEY PHYSICIAN MANAGEMENT CORPORATION



                                  ARTICLE ONE

        Pursuant  to the  provisions  of  Article  4.07  of the  Texas  Business
Corporation  Act (the Act), Sun Valley  Physician  Management  Corporation  (the
Corporation),  adopts these Amended and Restated  Articles of Incorporation  and
all  amendments  in effect to date and as further  amended by such  Amended  and
Restated Articles of Incorporation as hereinafter set forth and which contain no
other change in any provision thereof.

                                  ARTICLE TWO

        The  Articles of  Incorporation  of the  Corporation  are amended by the
Amended and Restated Articles of Incorporation as follows:

                The  amendments  alter or change and/or  renumber  Articles One,
Four, Six, Eight,  Nine and Twelve of the original Articles of Incorporation and
the full text of each provision altered is as follows:

                                  ARTICLE ONE

                The name of the corporation is APS Practice Management, Inc.

                                  ARTICLE TWO

        The name of the  registered  agent of the  Corporation is CT Corporation
System.  The address of the registered office of the Corporation in the State of
Texas is 811 Dallas Avenue, Houston, Texas 77002.

                                  ARTICLE FOUR

        Section 4.1  AUTHORIZED  SHARES.  The aggregate  number of shares of all
classes of stock that the Corporation shall have authority to issue is Fifty-one
Million   Two  Hundred   Twenty-Two   Thousand   Two  Hundred  and   Twenty-four
(51,222,224), consisting of and divided into:

                (i)     One class of Fifty Million (50,000,000) shares of Common
, $0.001 par value per share;
<PAGE>

                (ii)    One class of Two Hundred Twenty-two Thousand Two Hundred
 Two Hundred and Twenty-four (222,224) shares of Serial Founders Common Stock,
$0.001 par value per share, as may be divided into and issued in Series as
hereinafter provided; and

                (iii)  One  class of One  Million  (1,000,000)  shares of Serial
Senior Preferred  Stock,  $0.001 par value per share, as may be divided into and
issued in Series as hereinafter provided.

        Section 4.2 SERIAL FOUNDERS COMMON STOCK:  ISSUANCE IN SERIES. The Board
of Directors is authorized from time to time, acting by resolutions duly adopted
by  two-thirds  of the full Board of  Directors  to divide  the Serial  Founders
Common  Stock into  Series,  to  designate  each  Series,  to fix and  determine
separately  for  each  Series  any  one or more of the  rights  and  preferences
described  in  subsections  (a)  through (d) of this  Section  4.2, to amend the
Certificates of Designation of Rights and Preferences, if any, setting forth the
relative rights and preferences of any such Series consistent with the authority
to fix and determine  such rights and  preferences  as set forth in this Section
4.2 of  Article  Four,  and to issue  shares of any  Series  then or  previously
designated,  fixed and determined.  Notwithstanding the foregoing,  the Board of
Directors  may not take any action that would serve to deny,  amend or limit (i)
the voting rights, including but not limited to the right to vote as a class, of
the  Serial  Founders  Common  Stock or (ii) the right of the  holders of Serial
Founders Common Stock to receive dividends or distributions, unless such changes
result in rights that are  identical  to that of the holders of Common  Stock of
the Corporation, without the written consent of all of the holders of the Serial
Founders Common Stock.  Except as provided herein,  the rights of the holders of
Serial  Founders  Common  Stock  shall be the same as that of the holders of the
Common Stock.

        (a)     rights in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation;

        (b)     sinking fund provisions for the redemption or purchase of shares

        (c)     the price at which, and the terms and conditions on which,
shares may be redeemed;

        (d) the terms and  conditions  on which  shares  may be issued  with the
privilege or  obligation of  conversion  into shares of Common Stock,  but in no
event shall the holders of the Serial  Founders  Common Stock  receive less than
one (1) share of Common Stock for each one (1) share of Serial  Founders  Common
Stock so converted  without the written consent of all the holders of the Serial
Founders Common Stock.

Shares of Serial Founders Common Stock of a particular  series that are redeemed
or converted  under a privilege or obligation to so redeem or convert,  shall be
canceled and shall cease to be part of the authorized shares of the Company.

        Section 4.3 SERIAL  PREFERRED  STOCK:  ISSUANCE IN SERIES.  The Board of
Directors is authorized from time to time, acting by resolutions duly adopted by
two-thirds of the full Board of Directors to divide the Serial  Preferred  Stock
into Series, to designate each Series, to fix and determine  separately for each
Series any one or more of the rights and  preferences  described in  subsections
(a) through (h) of this Section 4.3, to amend the Certificates of Designation of
Rights  and  Preferences,   if  any,  setting  forth  the  relative  rights  and
preferences  of any  such  Series  consistent  with  the  authority  to fix  and
determine  such  rights  and  preferences  as set forth in this  Section  4.3 of
Article Four,  and to issue shares of any Series then or previously  designated,
fixed and determined.
<PAGE>

        (a)  rights  to  receipt  of  dividends  (which  may  be  cumulative  or
non-cumulative)  at such rate or rates,  on such  conditions,  from such date or
dates,  and at such times, and payable in preference to, or in such relation to,
the dividends  payable on any other class or classes or series of stock as shall
be fixed by the Board of Directors;

        (b)     rights in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation;

        (c)     sinking fund provisions for the redemption or purchase of
shares;

        (d)     the price at which, and the terms and conditions on which,
shares may be redeemed;

        (e) the terms and  conditions  on which  shares  may be issued  with the
privilege or obligation  of conversion  into or exchange for shares of any other
class or  classes  or of any  other  series  of the same or any  other  class or
classes of stock of the  Corporation at such price or prices or at such rates of
exchange and with such adjustments as shall be fixed by the Board of Directors;

        (f) voting rights  (including the number of votes per share, the matters
on which the  shares  can vote and the  contingencies  or  events  that make the
voting rights effective);


        (g) conditions and restrictions upon the creation of indebtedness of the
Corporation or any subsidiary upon the issue of any additional  stock (including
additional  shares of such  series or any other  series) and upon the payment of
dividends or the making of other distributions on, and the purchase,  redemption
or any other acquisition by the Corporation or any subsidiary of any outstanding
stock of the Corporation; and

        (h) such other  preferences  and relative,  participating,  optional and
other special rights and qualifications,  limitations or restrictions thereof as
shall be fixed by the Board of Directors,  so far as not  inconsistent  with the
provisions  of this  Article  Four and to the  full  extent  now or  hereinafter
permitted by Texas law.

Shares of Serial  Preferred  Stock of a  particular  series that are redeemed or
converted  under a privilege  or  obligation  to so redeem or convert,  shall be
canceled and shall cease to be part of the authorized shares of such Series, but
shall be  restored  to the status of  authorized,  but  unissued,  shares of the
Corporations Serial Preferred Stock, without designation.
<PAGE>

        Section 4.4     COMMON STOCK.

        (a) The Common  Stock is subject and  subordinate  to any and all of the
rights, privileges,  preferences and priorities of the Serial Preferred Stock of
the  Corporation  as set forth in this Article Four.  All shares of Common Stock
shall be of equal rank and shall be  identical  in all  respects.  All shares of
Common Stock shall be of equal rank to the shares of the Serial  Founders Common
Stock, except as expressly provided for herein.

        (b)  LIQUIDATION,  DISSOLUTION  OR  WINDING  UP.  In  the  event  of any
voluntary or involuntary  liquidation,  dissolution or winding up of the affairs
of the  Corporation  and after the holders of Serial  Preferred Stock shall have
received payment for any liquidation  preferences  therefor, or a sum sufficient
for such payment in full shall have been set aside,  the remaining assets of the
Corporation  shall be divided  and  distributed  among the holders of the Common
Stock  based on the ratio  which the number of shares of Common  Stock  owned by
each such holder bears to the aggregate number of issued and outstanding  shares
of Common Stock.

        (c) VOTING.  Subject to any voting rights of holders of Serial Preferred
Stock,  the holders of shares of Common Stock shall possess full voting power in
the election of directors and for all other purposes,  and each holder of Common
Stock shall at every meeting of the shareholders be entitled to one (1) vote for
each  share  of  Common  Stock  held by  such  holder  on the  record  date  for
determining shareholders entitled to vote at such meeting.

        (d) DIVIDENDS.  Subject to any prior  dividend  rights of the holders of
the Serial  Preferred  Stock,  the holders of Common  Stock shall be entitled to
receive, on a share for share basis, such dividends as may be declared from time
to time by the Board of Directors.

        (e)  REDEMPTION.  The  shares of Common  Stock  shall not be  subject to
redemption  or  repurchase  by the  Corporation  except  pursuant  to a  written
agreement between the Corporation and the holder.

        Section 4.5  ISSUANCE AND SALE OF STOCK.  The Board of  Directors  shall
have the power and authority at any time and from time to time to issue, sell or
otherwise dispose of any authorized and unissued shares of any class of stock of
the  Corporation to such persons or parties,  including the holders of any class
of stock, for such  consideration (not less than the par value, if any, thereof)
and upon such terms and  conditions as the Board of Directors in its  discretion
may deem to be in the best interests of the Corporation.

                                  ARTICLE SIX

        Section 6.1 BALLOT.  Election of directors need not be ballot unless the
Bylaws of the Corporation so provide.

        Section 6.2 NO CUMULATIVE  VOTING. At each election for directors of the
Corporation,  each shareholder  entitled to vote at such election shall have the
right to vote,  in person or by proxy,  only the number of shares  owned by them
for as many  persons as there are  directors to be elected,  and no  shareholder
shall ever have the right or be permitted to cumulate  their votes on any basis,
any and all rights of cumulative voting being hereby expressly denied.
<PAGE>

        Section 6.3  VACANCY.  So long as at least one of the  directors  of the
Corporation continues to serve as a director of the Corporation,  any vacancy on
the Corporations Board of Directors,  whether arising through death, resignation
or removal of a director,  or through an increase in the number of  directors of
any  class,  shall be filled by a  majority  of the  directors  then in  office,
although less than a quorum, or by the sole remaining director, and shall not be
filled by a vote of the shareholders of the Corporation.

        Section 6.4 NUMBER.  The number of directors,  constituting the Board of
Directors  shall be fixed as  specified  in the Bylaws of the  Corporation,  but
shall  not be less than one (1) nor more  than  nine  (9).  No more  than  forty
percent  (40%)  of  the  directors   shall  be   physicians   actively   engaged
substantially full time in the practice of medicine.

        Section 6.5 TERM AND ELECTION.  Each director  shall be elected to serve
for one (1) year and until their  successors  are elected and qualified or until
their earlier death, resignation, removal or retirement. Any director elected or
appointed  to fill a vacancy  shall  hold  office  for the  remaining  term.  No
decrease in the number of directors  constituting  the Board of Directors  shall
shorten  the  term  of any  incumbent  director.  The  Bylaws  may  contain  any
provisions   regarding   classification   of  the  Corporations   directors  not
inconsistent with the terms hereof.

        Section 6.6  REMOVAL.  Any  director or the entire Board of Directors of
the Corporation may be removed with or without cause by the affirmative  vote of
the  holders of a majority of the  outstanding  shares of stock,  regardless  of
class.

                                 ARTICLE SEVEN

        In furtherance and not in limitation of the powers conferred by the laws
of the  State of  Texas,  but  subject  to the  provisions  of the  Articles  of
Incorporation, the Board of Directors is expressly authorized to adopt, amend or
repeal the Bylaws of the Corporation.  The Bylaws of the Corporation may also be
amended,  altered  or  repealed  by the  affirmative  vote of the  holders  of a
majority of the outstanding shares of stock, regardless of class.

                                  ARTICLE NINE

        A former,  future or current  director of the  Corporation  shall not be
personally  liable  to the  Corporation,  any of its  shareholders  or any other
director or third party,  for monetary damages for breach of fiduciary duty as a
director  of the  Corporation,  except for  liability  for (i) any breach of the
directors duty of loyalty to the Corporation or its  shareholders,  (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law or (iii) any  transaction  from which the  director  derived an
improper  personal  benefit.  It is the intent of the  Corporation to exempt the
persons referred to in this Article Nine from personal  liability to the fullest
extent permitted by law.
<PAGE>

                The following  amendments are added to the original  Articles of
Incorporation and the full text of each new provision is as follows:

                                 ARTICLE EIGHT

        Meetings of the  shareholders may be held within or without the State of
Texas,  as  the  Bylaws  of  the  Corporation  may  provide.  The  books  of the
Corporation  may be kept  outside  the State of Texas at such place or places as
may be  designated  from time to time by the Board of Directors or in the Bylaws
of Incorporation.

                                  ARTICLE TEN

        Section 10.1 Indemnification. The Corporation shall indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed action, suit or proceeding,  or appeals therefrom,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the  right of the  Corporation)  by  reason  of the fact that they are or were a
director,  officer, employee or agent of the Corporation, or are or were serving
at the request of the Corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys fees) damages,  judgments,  fines, amounts
paid in settlement and other  liabilities  actually and  reasonably  incurred by
them in connection with such action,  suit or proceeding,  if they acted in good
faith and in a manner  they  reasonably  believed to be in or not opposed to the
best interests of the  Corporation,  and, with respect to any criminal action or
proceeding,  had no reasonable cause to believe their conduct was unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction or upon a plea of nolo  contendere or its  equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  they  reasonably  believed  to be in or not  opposed  to the best
interest  of the  Corporation,  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

        Section 10.2 Indemnification from Corporate Proceedings. The Corporation
shall  indemnify  any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
they are or were a director,  officer, employee or agent of the Corporation,  or
are or were serving at the request of the  Corporation  as a director,  officer,
employee or agent of another  corporation,  partnership joint venture,  trust or
other  enterprise,  against  expenses  (including  attorneys  fees) actually and
reasonably incurred by them in connection with the defense or settlement of such
action  or suit if they  acted in good  faith  and in a manner  they  reasonably
believed to be in or not opposed to the best  interests of the  Corporation  and
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
Corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability,  but in view of all the  circumstances of the case, such person is
fairly and  reasonably  entitled to indemnity for such expenses such court shall
deem proper.
<PAGE>

        Section 10.3 MANDATORY  INDEMNIFICATION.  To the extent that a director,
officer,  employee or agent of the Corporation has been successful on the merits
or  otherwise  in defense  of any  action,  suit or  proceeding  referred  to in
Sections 10.1 and 10.2 of this Article Ten, or in defense of any claim, issue or
matter therein,  they shall be indemnified against expenses (including attorneys
fees) actually and reasonably incurred by them in connection  therewith.  In the
event a  determination  is made under  Section  10.4 that a  director,  officer,
employee or agent of the Corporation has met the applicable  standard of conduct
as to some matters,  but no such  determination has been made as to others,  the
amount to be indemnified may be reasonably prorated.

        Section 10.4 DETERMINATION OF INDEMNIFICATION. Any indemnification under
Sections 10.1 and 10.2 of this Article Ten (unless  ordered by a court) shall be
made  by the  Corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the circumstances  because they have met the applicable standard of
conduct  set  forth  in  Sections  10.1  and  10.2 of  this  Article  Ten.  Such
determination  shall be made (i) by the Board of Directors by a majority vote of
a quorum  consisting of directors  who were not parties to such action,  suit or
proceeding,  (ii) if such a quorum is not obtainable, or, even, if obtainable, a
quorum of two or more disinterested  directors so directs,  by independent legal
counsel  (selected in accordance  with  subsection  (i)) in a written opinion or
(iii) by a majority vote of the shareholders.

        Section 10.5  EXPENSES.  Expenses  incurred in defending a civil action,
suit or  proceeding  shall be paid by the  Corporation  in  advance of the final
disposition  of such  action,  suit or  proceeding  within  thirty  (30) days of
receipt of (i) a written  affirmation  by such  director,  officer,  employee or
agent of his good faith belief that he has met the standard of conduct necessary
for  indemnification by the Corporation set forth in this Article Ten and (ii) a
written undertaking by or on behalf of the director,  officer, employee or agent
incurring such expense to repay such amount if it shall ultimately be determined
that they are not entitled to be indemnified by the Corporation as authorized in
this Article Ten.

        Article 10.6 CUMULATIVE RIGHTS. The  indemnification  and advancement of
expenses provided by, or granted pursuant to, the other Sections of this Article
Ten shall not be deemed  exclusive  of any other  rights to which those  seeking
indemnification  or  advancement  of expenses  may be entitled  under any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding such office.

        Article 10.7 INSURANCE. The Corporation shall have the power to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or  agent of the  Corporation  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against them and incurred by them in any such capacity,  or
arising out of their status as such,  whether or not the Corporation  would have
the power to indemnify him against such  liability  under the provisions of this
Article Ten.
<PAGE>

        Article 10.8 CONSTITUENT CORPORATIONS. For purposes of this Article Ten,
references  to the  Corporation  shall  include,  in addition  to the  resulting
Corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers and employees or agents, so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article Ten with respect to the  resulting or surviving  corporation  as
they would have with  respect to such  constituent  corporation  if its separate
existence had continued.

        Section  10.9  CERTAIN  DEFINITIONS.  For  purposes of this Article Ten,
references to other enterprises shall include employee benefit plans; references
to fines shall include any excise taxes  assessed on a person with respect to an
employee  benefit  plan;  and  references  to  serving  at  the  request  of the
Corporation shall include any service as a director,  officer, employee or agent
of the  Corporation  which  imposes  duties on, or  involves  services  by, such
director,  officer,  employee or agent with respect to an employee benefit plan,
its  participants  or  beneficiaries;  and a person acted in good faith and in a
manner he  reasonably  believed to be in the  interest of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner not opposed to the best  interests of the  Corporation  as referred to in
this Article Ten.

        Section  10.10  HEIRS,  ETC.  The  indemnification  and  advancement  of
expenses  provided  by, or granted  pursuant  to, this  Article Ten shall unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.

        Section 10.11  SEVERABILITY.  The exemption from personal  liability and
indemnification  provided in this  Article Ten shall be subject to all valid and
applicable  laws,  and, in the event this  Article Ten or any of the  provisions
hereof  or  the  exemption  from  personal  liability  of  the   indemnification
contemplated  hereby are found to be  inconsistent  with or contrary to any such
valid laws,  the latter shall be deemed to control and this Article Ten shall be
regarded as modified accordingly, and, as so modified, to continue in full force
and effect.

                                 ARTICLE ELEVEN

        Except as may be  otherwise  provided  in the Act,  or other  applicable
Texas law, no contract,  act or transaction of the Corporation  with any person,
persons, firm, trust,  association or any other corporation shall be affected or
invalidated  by the fact  that any  director,  officer  or  shareholder  of this
Corporation  is a  party  to ,  or is  interested  in,  such  contract,  act  or
transaction,  or in any way connected with any such person, persons, firm, trust
or  association,  or is a  director,  officer  or  shareholder  of or  otherwise
interested in, any such other corporation,  nor shall any duty to pay damages on
account  of  this  Corporation  be  imposed  upon  such  director,   officer  or
shareholder  of this  Corporation  solely by reason of such fact,  regardless of
whether  the  vote,  action  or  presence  of  any  such  director,  officer  or
shareholder may be, or may have been, necessary to obligate this Corporation on,
or in connection with such contract,  act or transaction,  provided that if such
vote,  action or presence  is, or shall have been  necessary,  such  interest or
connection  (other than an interest solely as a  non-controlling  shareholder of
any such other  corporation)  shall have been known by or disclosed to the Board
of Directors of this Corporation.
<PAGE>

                                 ARTICLE TWELVE

        The Corporation reserves the right to amend, alter, change or repeal any
 provision, save and except for Sections 4.2 and 6.4 of these Articles of
Incorporation, contained in these Articles of Incorporation. The Corporation may
amend,  alter,  change  or  repeal  Sections  4.2 or 6.4 of  these  Articles  of
Incorporation  with the affirmative vote or written consent of the holders of at
least two-thirds (2/3) of the outstanding shares of each class of stock,  voting
on a class basis.

                                 ARTICLE THREE

        Each  such  amendment  made by the  Amended  and  Restated  Articles  of
Incorporation  has been  effected in conformity  with the  provisions of the Act
(the Act) and such Amended and Restated  Articles of Incorporation and each such
amendment made by the Amended and Restated  Articles of Incorporation  were duly
adopted by the shareholders of the Corporation on the 1st day of August, 1997.

                                  ARTICLE FOUR

        The 1,000 shares of $1.00 par value common stock outstanding immediately
prior to this  amendment will be canceled  immediately  after the filing of this
amendment in exchange  for all 222,224  shares of the $0.001 par value per share
Serial Founders Common Stock authorized hereby. No additional consideration will
be given or received in connection with such exchange.  Accordingly, a reduction
in stated  capital  from  $1,000 to  $222.22  will be  necessary,  which will be
effected by a transfer  of $777.78  from stated  capital to  additional  paid in
capital on the books of the Corporation.

                                  ARTICLE FIVE

        The  number of shares  outstanding  was one  thousand  (1,000),  and the
number of shares  entitled  to vote on the  Amended  and  Restated  Articles  of
Incorporation  as so amended was one thousand  (1,000).  All of the shareholders
have  signed a written  consent to the  adoption of such  Amended  and  Restated
Articles of  Incorporation as so amended pursuant to Article 9.10 of the Act and
any written notice required by Article 9.10 of the Act has been given.
<PAGE>

                                  ARTICLE SIX

        The Articles of Incorporation and all amendments and supplements thereto
are  hereby  superseded  by the  following  Amended  and  Restated  Articles  of
Incorporation  which  accurately  copy the entire text thereof and as amended as
set forth above:

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION


                                  ARTICLE ONE

        The name of the Corporation is APS Practice Management, Inc.

                                  ARTICLE TWO

The name of the registered  agent of the  Corporation is CT Corporation  System.
The address of the registered office of the Corporation in the State of Texas is
811 Dallas Avenue, Houston, Texas 77002.

                                 ARTICLE THREE

The purpose of the  Corporation  is to buy, sell and deal in personal  property,
real property and services and any other  activities for which  corporations may
be  organized  under the Act.  No  shareholder  or other  person  shall have any
preemptive rights whatsoever.

                                  ARTICLE FOUR

Section 4.1 AUTHORIZED  SHARES. The aggregate number of shares of all classes of
stock that the  Corporation  shall have authority to issue is Fifty-one  Million
Two  Hundred  Twenty-Two  Thousand  Two Hundred  and  Twenty-four  (51,222,224),
consisting of and divided into:

                (i)     One class of Fifty Million (50,000,000) shares of
Common, $0.001 par value per share;

                (ii) One class of Two Hundred  Twenty-two  Thousand  Two Hundred
Two Hundred and  Twenty-four  (222,224)  shares of Serial Founders Common Stock,
$0.001  par value per  share,  as may be  divided  into and  issued in Series as
hereinafter provided; and

                (iii)  One  class of One  Million  (1,000,000)  shares of Serial
Senior Preferred  Stock,  $0.001 par value per share, as may be divided into and
issued in Series as hereinafter provided.

        Section 4.2 SERIAL FOUNDERS COMMON STOCK:  Issuance in Series. The Board
of Directors is authorized from time to time, acting by resolutions duly adopted
by  two-thirds  of the full Board of  Directors  to divide  the Serial  Founders
Common  Stock into  Series,  to  designate  each  Series,  to fix and  determine
separately  for  each  Series  any  one or more of the  rights  and  preferences
described  in  subsections  (a)  through (d) of this  Section  4.2, to amend the
Certificates of Designation of Rights and Preferences, if any, setting forth the
relative rights and preferences of any such Series consistent with the authority
to fix and determine  such rights and  preferences  as set forth in this Section
4.2 of  Article  Four,  and to issue  shares of any  Series  then or  previously
designated,  fixed and determined.  Notwithstanding the foregoing,  the Board of
Directors  may not take any action that would serve to deny,  amend or limit (i)
the voting rights, including but not limited to the right to vote as a class, of
the  Serial  Founders  Common  Stock or (ii) the right of the  holders of Serial
Founders Common Stock to receive dividends or distributions, unless such changes
result in rights that are  identical  to that of the holders of Common  Stock of
the Corporation, without the written consent of all of the holders of the Serial
Founders Common Stock.  Except as provided herein,  the rights of the holders of
Serial  Founders  Common  Stock  shall be the same as that of the holders of the
Common Stock.
<PAGE>

        (a)     rights in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation;

        (b)     sinking fund provisions for the redemption or purchase of
shares;

        (c)     the price at which, and the terms and conditions on which,
shares may be redeemed;

        (d) the terms and  conditions  on which  shares  may be issued  with the
privilege or  obligation of  conversion  into shares of Common Stock,  but in no
event shall the holders of the Serial  Founders  Common Stock  receive less than
one (1) share of Common Stock for each one (1) share of Serial  Founders  Common
Stock so converted  without the written consent of all the holders of the Serial
Founders Common Stock.

Shares of Serial Founders Common Stock of a particular  series that are redeemed
or converted  under a privilege or obligation to so redeem or convert,  shall be
canceled and shall cease to be part of the authorized shares of the Company.

        Section 4.3 SERIAL  PREFERRED  STOCK:  Issuance in Series.  The Board of
Directors is authorized from time to time, acting by resolutions duly adopted by
two-thirds of the full Board of Directors to divide the Serial  Preferred  Stock
into Series, to designate each Series, to fix and determine  separately for each
Series any one or more of the rights and  preferences  described in  subsections
(a) through (h) of this Section 4.3, to amend the Certificates of Designation of
Rights  and  Preferences,   if  any,  setting  forth  the  relative  rights  and
preferences  of any  such  Series  consistent  with  the  authority  to fix  and
determine  such  rights  and  preferences  as set forth in this  Section  4.3 of
Article Four,  and to issue shares of any Series then or previously  designated,
fixed and determined.

        (a)  rights  to  receipt  of  dividends  (which  may  be  cumulative  or
non-cumulative)  at such rate or rates,  on such  conditions,  from such date or
dates,  and at such times, and payable in preference to, or in such relation to,
the dividends  payable on any other class or classes or series of stock as shall
be fixed by the Board of Directors;
<PAGE>

        (b)     rights in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation;

        (c)     sinking fund provisions for the redemption or purchase of
shares;

        (d)     the price at which, and the terms and conditions on which,
shares may be redeemed;

        (e) the terms and  conditions  on which  shares  may be issued  with the
privilege or obligation  of conversion  into or exchange for shares of any other
class or  classes  or of any  other  series  of the same or any  other  class or
classes of stock of the  Corporation at such price or prices or at such rates of
exchange and with such adjustments as shall be fixed by the Board of Directors;

        (f) voting rights  (including the number of votes per share, the matters
on which the  shares  can vote and the  contingencies  or  events  that make the
voting rights effective);

        (g) conditions and restrictions upon the creation of indebtedness of the
Corporation or any subsidiary upon the issue of any additional  stock (including
additional  shares of such  series or any other  series) and upon the payment of
dividends or the making of other distributions on, and the purchase,  redemption
or any other acquisition by the Corporation or any subsidiary of any outstanding
stock of the Corporation; and

        (h) such other  preferences  and relative,  participating,  optional and
other special rights and qualifications,  limitations or restrictions thereof as
shall be fixed by the Board of Directors,  so far as not  inconsistent  with the
provisions  of this  Article  Four and to the  full  extent  now or  hereinafter
permitted by Texas law.

Shares of Serial  Preferred  Stock of a  particular  series that are redeemed or
converted  under a privilege  or  obligation  to so redeem or convert,  shall be
canceled and shall cease to be part of the authorized shares of such Series, but
shall be  restored  to the status of  authorized,  but  unissued,  shares of the
Corporations Serial Preferred Stock, without designation.

        Section 4.4     COMMON STOCK.

        (a) The Common  Stock is subject and  subordinate  to any and all of the
rights, privileges,  preferences and priorities of the Serial Preferred Stock of
the  Corporation  as set forth in this Article Four.  All shares of Common Stock
shall be of equal rank and shall be  identical  in all  respects.  All shares of
Common Stock shall be of equal rank to the shares of the Serial  Founders Common
Stock, except as expressly provided for herein.
<PAGE>

        (b)  LIQUIDATION,  DISSOLUTION  OR  WINDING  UP.  In  the  event  of any
voluntary or involuntary  liquidation,  dissolution or winding up of the affairs
of the  Corporation  and after the holders of Serial  Preferred Stock shall have
received payment for any liquidation  preferences  therefor, or a sum sufficient
for such payment in full shall have been set aside,  the remaining assets of the
Corporation  shall be divided  and  distributed  among the holders of the Common
Stock  based on the ratio  which the number of shares of Common  Stock  owned by
each such holder bears to the aggregate number of issued and outstanding  shares
of Common Stock.

        (c) VOTING.  Subject to any voting rights of holders of Serial Preferred
Stock,  the holders of shares of Common Stock shall possess full voting power in
the election of directors and for all other purposes,  and each holder of Common
Stock shall at every meeting of the shareholders be entitled to one (1) vote for
each  share  of  Common  Stock  held by  such  holder  on the  record  date  for
determining shareholders entitled to vote at such meeting.

        (d) DIVIDENDS.  Subject to any prior  dividend  rights of the holders of
the Serial  Preferred  Stock,  the holders of Common  Stock shall be entitled to
receive, on a share for share basis, such dividends as may be declared from time
to time by the Board of Directors.

        (e)  REDEMPTION.  The  shares of Common  Stock  shall not be  subject to
redemption  or  repurchase  by the  Corporation  except  pursuant  to a  written
agreement between the Corporation and the holder.

        Section 4.5  ISSUANCE AND SALE OF STOCK.  The Board of  Directors  shall
have the power and authority at any time and from time to time to issue, sell or
otherwise dispose of any authorized and unissued shares of any class of stock of
the  Corporation to such persons or parties,  including the holders of any class
of stock, for such  consideration (not less than the par value, if any, thereof)
and upon such terms and  conditions as the Board of Directors in its  discretion
may deem to be in the best interests of the Corporation.

                                  ARTICLE FIVE

        The Corporation shall have perpetual existence.

                                  ARTICLE SIX

        Section 6.1 BALLOT.  Election of directors need not be ballot unless the
Bylaws of the Corporation so provide.

        Section 6.2 NO CUMULATIVE  VOTING. At each election for directors of the
Corporation,  each shareholder  entitled to vote at such election shall have the
right to vote,  in person or by proxy,  only the number of shares  owned by them
for as many  persons as there are  directors to be elected,  and no  shareholder
shall ever have the right or be permitted to cumulate  their votes on any basis,
any and all rights of cumulative voting being hereby expressly denied.
<PAGE>

        Section 6.3  VACANCY.  So long as at least one of the  directors  of the
Corporation continues to serve as a director of the Corporation,  any vacancy on
the Corporations Board of Directors,  whether arising through death, resignation
or removal of a director,  or through an increase in the number of  directors of
any  class,  shall be filled by a  majority  of the  directors  then in  office,
although less than a quorum, or by the sole remaining director, and shall not be
filled by a vote of the shareholders of the Corporation.

        Section 6.4 NUMBER.  The number of directors,  constituting the Board of
Directors  shall be fixed as  specified  in the Bylaws of the  Corporation,  but
shall  not be less than one (1) nor more  than  nine  (9).  No more  than  forty
percent  (40%)  of  the  directors   shall  be   physicians   actively   engaged
substantially full time in the practice of medicine.

        Section 6.5 TERM AND ELECTION.  Each director  shall be elected to serve
for one (1) year and until their  successors  are elected and qualified or until
their earlier death, resignation, removal or retirement. Any director elected or
appointed  to fill a vacancy  shall  hold  office  for the  remaining  term.  No
decrease in the number of directors  constituting  the Board of Directors  shall
shorten  the  term  of any  incumbent  director.  The  Bylaws  may  contain  any
provisions   regarding   classification   of  the  Corporations   directors  not
inconsistent with the terms hereof.

        Section 6.6  REMOVAL.  Any  director or the entire Board of Directors of
the Corporation may be removed with or without cause by the affirmative  vote of
the  holders of a majority of the  outstanding  shares of stock,  regardless  of
class.

                                 ARTICLE SEVEN

        In furtherance and not in limitation of the powers conferred by the laws
of the  State of  Texas,  but  subject  to the  provisions  of the  Articles  of
Incorporation, the Board of Directors is expressly authorized to adopt, amend or
repeal the Bylaws of the Corporation.  The Bylaws of the Corporation may also be
amended,  altered  or  repealed  by the  affirmative  vote of the  holders  of a
majority of the outstanding shares of stock, regardless of class.

                                 ARTICLE EIGHT

     Meetings  of the  shareholders  may be held  within or without the State of
Texas,  as  the  Bylaws  of  the  Corporation  may  provide.  The  books  of the
Corporation  may be kept  outside  the State of Texas at such place or places as
may be  designated  from time to time by the Board of Directors or in the Bylaws
of the Corporation.

                                  ARTICLE NINE

        A former,  future or current  director of the  Corporation  shall not be
personally  liable  to the  Corporation,  any of its  shareholders  or any other
director or third party,  for monetary damages for breach of fiduciary duty as a
director  of the  Corporation,  except for  liability  for (i) any breach of the
directors duty of loyalty to the Corporation or its  shareholders,  (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law or (iii) any  transaction  from which the  director  derived an
improper  personal  benefit.  It is the intent of the  Corporation to exempt the
persons referred to in this Article Nine from personal  liability to the fullest
extent permitted by law.
<PAGE>

                                  ARTICLE TEN

        Section 10.1 INDEMNIFICATION. The Corporation shall indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed action, suit or proceeding,  or appeals therefrom,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the  right of the  Corporation)  by  reason  of the fact that they are or were a
director,  officer, employee or agent of the Corporation, or are or were serving
at the request of the Corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys fees) damages,  judgments,  fines, amounts
paid in settlement and other  liabilities  actually and  reasonably  incurred by
them in connection with such action,  suit or proceeding,  if they acted in good
faith and in a manner  they  reasonably  believed to be in or not opposed to the
best interests of the  Corporation,  and, with respect to any criminal action or
proceeding,  had no reasonable cause to believe their conduct was unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction or upon a plea of nolo  contendere or its  equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  they  reasonably  believed  to be in or not  opposed  to the best
interest  of the  Corporation,  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

        Section 10.2 INDEMNIFICATION FROM CORPORATE PROCEEDINGS. The Corporation
shall  indemnify  any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
they are or were a director,  officer, employee or agent of the Corporation,  or
are or were serving at the request of the  Corporation  as a director,  officer,
employee or agent of another  corporation,  partnership joint venture,  trust or
other  enterprise,  against  expenses  (including  attorneys  fees) actually and
reasonably incurred by them in connection with the defense or settlement of such
action  or suit if they  acted in good  faith  and in a manner  they  reasonably
believed to be in or not opposed to the best  interests of the  Corporation  and
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
Corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability,  but in view of all the  circumstances of the case, such person is
fairly and  reasonably  entitled to indemnity for such expenses such court shall
deem proper.

        Section 10.3 MANDATORY  INDEMNIFICATION.  To the extent that a director,
officer,  employee or agent of the Corporation has been successful on the merits
or  otherwise  in defense  of any  action,  suit or  proceeding  referred  to in
Sections 10.1 and 10.2 of this Article Ten, or in defense of any claim, issue or
matter therein,  they shall be indemnified against expenses (including attorneys
fees) actually and reasonably incurred by them in connection  therewith.  In the
event a  determination  is made under  Section  10.4 that a  director,  officer,
employee or agent of the Corporation has met the applicable  standard of conduct
as to some matters,  but no such  determination has been made as to others,  the
amount to be indemnified may be reasonably prorated.
<PAGE>

        Section 10.4 DETERMINATION OF INDEMNIFICATION. Any indemnification under
Sections 10.1 and 10.2 of this Article Ten (unless  ordered by a court) shall be
made  by the  Corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the circumstances  because they have met the applicable standard of
conduct  set  forth  in  Sections  10.1  and  10.2 of  this  Article  Ten.  Such
determination  shall be made (i) by the Board of Directors by a majority vote of
a quorum  consisting of directors  who were not parties to such action,  suit or
proceeding,  (ii) if such a quorum is not obtainable, or, even, if obtainable, a
quorum of two or more disinterested  directors so directs,  by independent legal
counsel  (selected in accordance  with  subsection  (i)) in a written opinion or
(iii) by a majority vote of the shareholders.

        Section 10.5  EXPENSES.  Expenses  incurred in defending a civil action,
suit or  proceeding  shall be paid by the  Corporation  in  advance of the final
disposition  of such  action,  suit or  proceeding  within  thirty  (30) days of
receipt of (i) a written  affirmation  by such  director,  officer,  employee or
agent of his good faith belief that he has met the standard of conduct necessary
for  indemnification by the Corporation set forth in this Article Ten and (ii) a
written undertaking by or on behalf of the director,  officer, employee or agent
incurring such expense to repay such amount if it shall ultimately be determined
that they are not entitled to be indemnified by the Corporation as authorized in
this Article Ten.

        Article 10.6 CUMULATIVE RIGHTS. The  indemnification  and advancement of
expenses provided by, or granted pursuant to, the other Sections of this Article
Ten shall not be deemed  exclusive  of any other  rights to which those  seeking
indemnification  or  advancement  of expenses  may be entitled  under any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding such office.

        Article 10.7 INSURANCE. The Corporation shall have the power to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or  agent of the  Corporation  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against them and incurred by them in any such capacity,  or
arising out of their status as such,  whether or not the Corporation  would have
the power to indemnify him against such  liability  under the provisions of this
Article Ten.

        Article 10.8 CONSTITUENT CORPORATIONS. For purposes of this Article Ten,
references  to the  Corporation  shall  include,  in addition  to the  resulting
Corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers and employees or agents, so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article Ten with respect to the  resulting or surviving  corporation  as
they would have with  respect to such  constituent  corporation  if its separate
existence had continued.
<PAGE>

        Section  10.9  CERTAIN  DEFINITIONS.  For  purposes of this Article Ten,
references to other enterprises shall include employee benefit plans; references
to fines shall include any excise taxes  assessed on a person with respect to an
employee  benefit  plan;  and  references  to  serving  at  the  request  of the
Corporation shall include any service as a director,  officer, employee or agent
of the  Corporation  which  imposes  duties on, or  involves  services  by, such
director,  officer,  employee or agent with respect to an employee benefit plan,
its  participants  or  beneficiaries;  and a person acted in good faith and in a
manner he  reasonably  believed to be in the  interest of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner not opposed to the best  interests of the  Corporation  as referred to in
this Article Ten.

        Section  10.10  HEIRS,  ETC.  The  indemnification  and  advancement  of
expenses  provided  by, or granted  pursuant  to, this  Article Ten shall unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.

        Section 10.11  SEVERABILITY.  The exemption from personal  liability and
indemnification  provided in this  Article Ten shall be subject to all valid and
applicable  laws,  and, in the event this  Article Ten or any of the  provisions
hereof  or  the  exemption  from  personal  liability  of  the   indemnification
contemplated  hereby are found to be  inconsistent  with or contrary to any such
valid laws,  the latter shall be deemed to control and this Article Ten shall be
regarded as modified accordingly, and, as so modified, to continue in full force
and effect.

                                 ARTICLE ELEVEN

        Except as may be  otherwise  provided  in the Act,  or other  applicable
Texas law, no contract,  act or transaction of the Corporation  with any person,
persons, firm, trust,  association or any other corporation shall be affected or
invalidated  by the fact  that any  director,  officer  or  shareholder  of this
Corporation  is a  party  to ,  or is  interested  in,  such  contract,  act  or
transaction,  or in any way connected with any such person, persons, firm, trust
or  association,  or is a  director,  officer  or  shareholder  of or  otherwise
interested in, any such other corporation,  nor shall any duty to pay damages on
account  of  this  Corporation  be  imposed  upon  such  director,   officer  or
shareholder  of this  Corporation  solely by reason of such fact,  regardless of
whether  the  vote,  action  or  presence  of  any  such  director,  officer  or
shareholder may be, or may have been, necessary to obligate this Corporation on,
or in connection with such contract,  act or transaction,  provided that if such
vote,  action or presence  is, or shall have been  necessary,  such  interest or
connection  (other than an interest solely as a  non-controlling  shareholder of
any such other  corporation)  shall have been known by or disclosed to the Board
of Directors of this Corporation.
<PAGE>

                                 ARTICLE TWELVE

        The Corporation reserves the right to amend, alter, change or repeal any
provision,  save  and  except  for  Sections  4.2 and 6.4 of these  Articles  of
Incorporation, contained in these Articles of Incorporation. The Corporation may
amend,  alter,  change  or  repeal  Sections  4.2 or 6.4 of  these  Articles  of
Incorporation  with the affirmative vote or written consent of the holders of at
least two-thirds (2/3) of the outstanding shares of each class of stock,  voting
on a class basis.


<PAGE>


        IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation
have been executed effective as of the 1st day of August, 1997.


                              SUN VALLEY PHYSICIAN
                             MANAGEMENT CORPORATION



        By:     /s/ John R. Hedrick
                -------------------
                John R. Hedrick, Vice President

<PAGE>