Exh. 10-29

                         APS Practice Management, Inc.
              Certificate of Designation of Rights and Preferences
                     Series A Serial Founders Common Stock


        By joint  unanimous  written  consent of the directors and  shareholders
dated  September  30,  1997,  the  directors  and  shareholders  of APS Practice
Management,  Inc., a Texas corporation (the  Corporation)  created a Series A of
the Corporations  authorized Serial Founders Common Stock, designated the Series
A Serial  Founders  Common  Stock  (hereinafter  the Series A Common),  and,  in
accordance with the Articles of Incorporation  of the  Corporation,  adopted and
established the following as the rights and preferences of the Series A Common:

1.   In the event of any voluntary or  involuntary  liquidation,  dissolution or
     winding up of the Corporations  affairs, the holders of the Series A Common
     shall only be  entitled  to be paid,  with  respect to each Series A Common
     share then held, an amount equal to the par value thereof,  and to no other
     payment or distribution  whatsoever,  regardless of the amount which may be
     paid or  distributable  to holders of the  Corporations  other  classes and
     series of capital stock.

2.   The holders of the Series A Common shares shall have no right to receive or
     participate  in any  dividends or other  distributions  by the  Corporation
     whatsoever,  whether in cash, stock,  property or otherwise,  regardless of
     the amount of any dividends or other  distributions that may be declared or
     paid with  respect  to any  other  classes  or  series of the  Corporations
     capital stock.

3.   Any issued and outstanding Series A Common shares may be redeemed, in whole
     or in part, at the Corporations sole option, by a vote of a majority of its
     board of  directors,  at a  redemption  price equal to the par value of the
     Series A Common  shares  redeemed,  and no more,  upon any of the following
     conditions or events:
<PAGE>

(a)  In the event  more than  111,111  shares of Series A Common  are issued and
     outstanding on or after September 1, 1999;

(b)  In the event any of the Series A Common  shares are issued and  outstanding
     on or after September 1, 2001; or

(c)  In the event the employment of either John R. Hedrick  (Hedrick) or Michael
     R. Beck (Beck) with the  Corporation  ceases or terminates  for any reason,
     except  upon a  termination  by the  Corporation  other  than for cause (as
     herein defined).  For purposes hereof, the termination of the employment of
     Hedrick or Beck by the Corporation  for any of the following  reasons shall
     be deemed termination for cause:

(i)  violation of any rule, regulation, practice or policy of the Corporation;

(ii) any violation,  breach or default under any provision of that certain Stock
     Purchase  Agreement dated effective  October 1, 1997 between the purchasers
     identified therein, the Corporation, Beck and Hedrick;

(iii)conviction  of  an  offense   constituting  a  felony  or  involving  moral
     turpitude;

(iv) material  dishonesty in the performance of employment duties or engaging in
     a material  conflict of  interest  with the  Corporation  that is not fully
     disclosed to and approved by the board of directors of the Corporation;

(v)  failure to follow  reasonable  instructions or directions from the board of
     directors of the Corporation,  or any other person  authorized by the board
     of directors of the Corporation to give such instructions or directions, or
     other  failure to perform his duties as an employee or officer (if elected)
     of the Corporation; or
<PAGE>

(vi) the  commission  of any  other act or the  existence  of any state of facts
     which  would  legally  justify an  employer  in  terminating  a contract of
     employment  (regardless  of  whether,  in  fact,  there  is a  contract  of
     employment at such time).

The  Corporation  will mail notice of any  proposed  redemption,  not fewer than
     five(5) days before the date fixed for redemption, to each record holder of
     the Series A Common shares to be redeemed at the shareholders address as it
     appears on the  Corporations  stock records.  Such  redemption  notice will
     indicate the shares to be redeemed,  the date fixed for  redemption and the
     place where  shareholders may obtain payment of their redemption price upon
     surrendering  their share  certificates.  The board of  directors  shall be
     authorized,  by  majority  vote,  to  establish  such other  procedures  to
     consummate the redemption of Series A Common shares as it deems reasonable,
     necessary or convenient.  On and after the date fixed for  redemption,  any
     holder of SeriesA Common shares to be redeemed shall have no further rights
     with respect to, or by virtue of, such Series A Common  shares,  except the
     right to be paid the  redemption  price therefor upon  compliance  with the
     procedures for redemption.

4.   The holders of the Series A Common shares shall be entitled to convert,  on
     a  share-for-share  basis, up to that percentage (as reflected in the table
     below) of their  shares of Series A Common into  shares of common  stock of
     the  Corporation,  based on the aggregate  dollar volume of acquisitions of
     businesses or practices by the  Corporation,  as set forth in the following
     table:
<PAGE>

          Percentage  of                            Amount of Aggregate
     Series A share holdings                    Acquisition Purchase Price of
      that may be converted                        Business or Practices
     -----------------------                    -----------------------------
          up to 50%                                 at least $20,000,000

     an additional 25%                              at least $30,000,000

     the remaining 25%                              At least $40,000,000

        The conversion rights, and any convertibility  features, of the Series A
Common,  shall  automatically  and  completely  expire  on  September  1,  2001,
regardless  of whether  there  were ever  sufficient  acquisitions  to allow any
conversion rights to become exercisable.  Thereafter, there shall be no right to
convert any shares of Series A Common  into  common  stock or any other class or
series of the Corporations capital stock.

        The  Corporation  will at all times  reserve out of its  authorized  but
unissued  common  stock,  the full number of common  stock  shares that would be
deliverable   on  converting  all  SeriesA  Common  shares  from  time  to  time
outstanding  that have  remaining  conversion  rights.  In the event a holder of
Series A Common shares that are then eligible for conversion  elects to exercise
such  conversion  right,  such  shareholder  shall  submit  share   certificates
evidencing  the SeriesA  Common shares to be converted to the  Corporation,  and
shall  provide such other  documentation  and comply with such other  procedural
requirements  for  conversion  as shall be  reasonably  required by the board of
directors of the Corporation.  Upon any such conversion,  any holder of Series A
Common shares being  converted shall be entitled to receive one (1) share of the
Corporations  common  stock in exchange  for each share of Series A Common being
converted, and no more. No additional payments or consideration whatsoever shall
be paid upon the conversion of any Series A Common shares.
<PAGE>

        5.  Except for such rights and  preferences  as are  expressly  provided
herein  or  expressly   provided  in  the  Articles  of   Incorporation  of  the
Corporation,  the holders of the SeriesA  Common  shares shall be entitled to no
rights or preferences  whatsoever  with respect to the shares of Series A Common
held by them.  In the event of any conflict  between the rights and  preferences
provided for in the  Articles of  Incorporation  and those  provided for in this
Certificate of Designation of Rights and Preferences,  those provided for herein
shall control in all respects.  In no event shall the sale,  conveyance or other
transfer  of any  Series A Common  shares  that,  at any  time,  may be owned by
Hedrick or Beck,  operate to limit,  modify,  suspend or otherwise affect any of
the rights,  preferences  or  obligations  of any of the holders of the Series A
Common shares as provided herein.

        The foregoing  constitutes a true and correct copy of the Certificate of
Designation  of Rights and  Preferences of the Series A Serial  Founders  Common
Stock,  the filing of which has been duly  authorized  by the Board of Directors
and Shareholders of the Corporation on September 30, 1997.

                                             /s/ John R. Hedrick
                                            ------------------------------------
                                          John R. Hedrick, Senior Vice President
<PAGE>