Exh. 10-30


                           JOINT UNANIMOUS CONSENT OF
                           SHAREHOLDERS AND DIRECTORS
                                       OF
                  SUN VALLEY PHYSICIAN MANAGEMENT CORPORATION


        Pursuant to Article  9.10 of the Texas  Business  Corporation  Act,  the
undersigned, being all of the Shareholders and Directors of Sun Valley Physician
Management Corporation  (hereinafter referred to as the Corporation),  do hereby
adopt the following  resolutions by execution of this Consent,  and such Consent
shall have the same force and effect as a vote by the  undersigned at a properly
called meeting of the Shareholders and Directors of the Corporation:

                     AMENDMENT OF ARTICLES OF INCORPORATION

        WHEREAS,  the Articles of  Incorporation  of the  Corporation  were duly
filed with the  Secretary of State of the State of Texas on March 26, 1996,  and
the Certificate of Incorporation issued on the same date; and

        WHEREAS,  the Board of Directors has  determined  that it is in the best
interests of the Corporation to amend and restate the Articles of  Incorporation
of the  Corporation  and does hereby  recommend  that such Restated  Articles of
Incorporation be adopted by the shareholders of the Corporation;

        NOW  THEREFORE BE IT RESOLVED,  that the Articles of  Incorporation  are
hereby superseded and amended in their entirety to read as set forth on Restated
Articles of  Incorporation,  which are attached hereto,  marked as Exhibit A and
incorporated herein for all purposes as though fully recited;

        RESOLVED  FURTHER,  that the President (or any Vice  President)  and the
Secretary (or any Assistant  Secretary) of the  Corporation  be, and they hereby
are,  authorized,  empowered  and directed to execute the  Restated  Articles of
Incorporation  and to file the same in the office of the  Secretary  of State of
the  State  of  Texas  and to do any  and  all  acts  and  things  necessary  or
appropriate  to  effectuate  such  amendments  and to  carry  out,  perform  and
consummate such action.

<PAGE>




        IN WITNESS  WHEREOF,  the undersigned have executed this Joint Unanimous
Written Consent effective as of the 29th day of September, 1997.


                                                /s/ Michael R. Beck
                                                --------------------------------
                                                Michael R. Beck
                                                Director and Shareholder


                                                /s/ John R. Hedrick
                                                --------------------------------
                                                John R. Hedrick
                                                Director and Shareholder

<PAGE>



                       JOINT UNANIMOUS WRITTEN CONSENT OF
                           SHAREHOLDERS AND DIRECTORS
                                       OF
                         APS PRACTICE MANAGEMENT, INC.



        The undersigned,  being all of the shareholders and all of the directors
of APS Practice  Management,  Inc., a Texas corporation (the Corporation) hereby
adopt the following resolutions on behalf of the Corporation:
        RESOLVED,  that  pursuant  to  the  Articles  of  Incorporation  of  the
Corporation, all shares of the Corporations serial founders common stock, $0.001
par value per share,  which the Corporation is hereby  authorized to issue shall
be designated as a single series to be designated  the Series A Serial  Founders
Common  Stock  (hereinafter  the  Series  A  Stock),  and that  the  rights  and
preferences  of each  shares of the Series A Stock  shall be as set forth on the
Certificate  of  Designation  of Rights and  Preferences,  attached  as ExhibitA
hereto and  incorporated by reference  herein for all purposes,  which is hereby
adopted  in all  respects.  Hereafter,  there  shall be no shares of the  serial
founders common stock of the Corporation that is not contained within the Series
A Stock, or which does not have the rights and preferences described on ExhibitA
hereto.  The officers of the Corporation are authorized and directed to file the
Certificate  of  Designation  of Rights and  Preferences,  in the form  attached
hereto as  ExhibitA,  with the  Secretary  of State of the State of Texas and to
take  such  other  action  as may be  required  by law,  or which  they may deem
necessary, to fully establish such designation of rights and preferences,  to be
fully  binding  and  enforceable  on all  holders  of any shares of the Series A
Stock.
        RESOLVED  FURTHER,  that each  share of the  Corporations  common  stock
outstanding  as of the date  hereof  held by Michael R. Beck  (Beck) and John R.
Hedrick (Hedrick), which is acknowledged as being 500 shares each, shall be, and
<PAGE>

is hereby,  converted to Series A Stock at the rate of 222.224 shares of SeriesA
Stock for each share of common stock held by Beck and Hedrick,  such  conversion
to be deemed for all purposes to have occurred as of the effective  date of this
Joint  Unanimous   Written  Consent   reflected   below.  No  other  payment  or
consideration  shall be paid or payable to Beck or Hedrick  with respect to such
conversion.  The  undersigned  agree to such  conversion  and all other  matters
contained herein in their individual capacities,  and acknowledge and agree that
as a result of the  conversion  of the shares of Beck and  Hedrick  as  provided
herein, upon execution of this Joint Unanimous Written Consent,  the holdings of
all issued and  outstanding  shares of all classes of the  Corporations  capital
stock are as follows:

                   Hedrick - 111,112 shares of Series A Stock
                    Beck - 111,112 shares of Series A Stock


        RESOLVED FURTHER,  that for all purposes of the Corporations Articles of
Incorporation, any requirements of law and any applicable contract or agreement,
wherein the written  approval,  consent or  authorization of Hedrick or Beck (in
any capacity),  or of all holders of the Series A Stock, are required to approve
any of  the  matters  contemplated  herein,  including  without  limitation  the
establishment  of the rights and preferences of the SeriesA Stock as provided in
ExhibitA hereto, the execution of Hedrick and Beck hereof in their capacities as
directors and  shareholders of the Corporation  shall also be deemed  sufficient
for purposes of giving such written approval, consent or authorization.
<PAGE>

     IN WITNESS  WHEREOF,  the  undersigned  have executed this Joint  Unanimous
Written  Consent to be  effective  for all purposes on and after the 30th day of
September, 1997.


                                                        /s/ Michael R. Beck
                                                        -----------------------
                                                        Michael R. Beck
                                                        Director and Shareholder


                                                        /s/ John R. Hedrick
                                                        -----------------------
                                                        John R. Hedrick
                                                        Director and Shareholder

<PAGE>




                       JOINT UNANIMOUS WRITTEN CONSENT OF
                           SHAREHOLDERS AND DIRECTORS
                                       OF
                         APS PRACTICE MANAGEMENT, INC.



        The undersigned,  being all of the shareholders and all of the directors
of APS Practice  Management,  Inc., a Texas corporation (the Corporation) hereby
adopt the following resolutions on behalf of the Corporation:
        RESOLVED,  that the  Corporation is authorized to enter into and perform
that certain Stock  Purchase  Agreement  (the Stock  Purchase  Agreement)  dated
effective October 1, 1997 between the Corporation,  American  Physicians Service
Group,  Inc.,  a Texas  corporation  (APSG),  MichaelR.  Beck (Beck) and John R.
Hedrick  (Hedrick),  the form of which has been  reviewed  and  approved  by the
directors  and  shareholders,  pursuant  to which  APSG will  purchase  from the
Corporation two million  (2,000,000)  shares of the  Corporations  common stock,
$0.001 par value per share, for an aggregate  purchase price of $5,000,000.  The
officers of the  Corporation  are authorized and directed to execute and deliver
the  Stock  Purchase  Agreement,  as a  valid  and  binding  obligation  of  the
Corporation,  enforceable in accordance with its terms, and to take such further
action and to execute and deliver such further  documents and instruments as may
be necessary to consummate the  transactions  contemplated by the Stock Purchase
Agreement.
        RESOLVED  FURTHER,  that the  undersigned  acknowledge  and  agree  that
immediately  upon  consummation  of the  transactions  contemplated by the Stock
Purchase  Agreement,  the holdings of all issued and  outstanding  shares of all
classes of the Corporations capital stock will be as follows:
<PAGE>

Hedrick - 111,112 shares of Series A Serial Founders Common Stock

Beck - 111,112 shares of Series A Serial  Founders  Common Stock

The following holders of the following shares of $0.001 par value common stock:


American Physicians Service Group, Inc.
1,874,600

Kenneth S. Shifrin
30,000

Duane K. Boyd, Jr. Trust
12,000

Robert L. Myer
40,000

J. A. Murphy Descendants Trust
20,000

Samuel R. Granett
4,000

William H. Hayes
2,400


Maury Magids
4,000

Paul Schilder
10,000

Thomas R. Solimine
3,000


<PAGE>



        IN WITNESS  WHEREOF,  the undersigned have executed this Joint Unanimous
Written  Consent to be  effective  for all  purposes on and after the 1st day of
October, 1997.

                                                        /s/ Michael R. Beck
                                                        -----------------------
                                                        Michael R. Beck
                                                        Director and Shareholder


                                                        /s/ John R. Hedrick
                                                        -----------------------
                                                        John R. Hedrick
                                                        Director and Shareholder


<PAGE>



                       JOINT UNANIMOUS WRITTEN CONSENT OF
                           SHAREHOLDERS AND DIRECTORS
                                       OF
                         APS PRACTICE MANAGEMENT, INC.



The  undersigned,  being all of the shareholders and all of the directors of APS
     Practice  Management,  Inc., a Texas corporation (the  Corporation)  hereby
     adopt the following resolutions on behalf of the Corporation:

RESOLVED,  that  Kenneth  S.  Shifrin  is  hereby  elected  as a  member  of the
     Corporations board of directors,  such election to be effective immediately
     upon execution of this Joint  Unanimous  Written Consent by all signatories
     hereto.

RESOLVED FURTHER, that effective for all purposes immediately upon the execution
     of this Joint Unanimous Written Consent by all signatories  hereto, John R.
     Hedrick and Michael R. Beck resign as directors of the Corporation with the
     affect that,  hereafter,  Kenneth S. Shifrin  shall be the only director of
     the Corporation  until such time as additional  directors may be elected by
     the shareholders  pursuant to the Articles of  Incorporation  and Bylaws of
     the Corporation.

RESOLVED FURTHER, that effective for all purposes immediately upon the execution
     of this Joint  Unanimous  Written Consent by all  signatories  hereto,  all
     officers  of the  Corporation  are  hereby  removed  from  office  and  the
     following  persons are elected as the  officers  of the  Corporation,  with
     their titles shown  opposite their names,  to serve until their  successors
     have been duly elected and qualified or their earlier resignation,  removal
     or death:
<PAGE>

        Name                             Title
Kenneth S. Shifrin                     President
William H. Hayes                       Secretary and Treasurer
John R. Hedrick                        Senior Vice President and General Counsel
Michael R. Beck                        Senior Vice President
Paul Schilder                          Senior Vice President of Operations

RESOLVED FURTHER,  that all acts of the Corporation and its  representatives  in
opening that certain  account in the name of the Corporation  with  NationsBank,
and a brokerage  account  through APS Financial  Corporation,  and  establishing
signature  withdrawal  and other  authority in  connection  therewith are hereby
ratified in all respects.

        IN WITNESS  WHEREOF,  the undersigned have executed this Joint Unanimous
Written  Consent to be  effective  for all  purposes on and after the 3rd day of
October, 1997.

<PAGE>


                        SIGNATURE PAGE TO JOINT UNANIMOUS
                  WRITTEN CONSENT OF SHAREHOLDERS AND DIRECTORS


/s/ Michael R. Beck
-----------------------
Michael R. Beck
Shareholder and Director


/s/ John R. Hedrick
-----------------------
John R. Hedrick
Shareholder and Director


     AMERICAN PHYSICIANS SERVICE
      GROUP, INC., Shareholder


By
Name_______________________________
Title________________________________

J. A. MURPHY DESCENDANTS TRUST,
Shareholder


By  /s/ Jack Murphy, Grantor
    -------------------------------
     Jack Murphy, Grantor

DUANE K. BOYD, JR. TRUST,
Shareholder


By  /s/ Duane K. Boyd, Jr., Trustee
    --------------------------------
     Duane K. Boyd, Jr., Trustee


/s/ Robert L. Myer
------------------------------------
Robert L. Myer, Shareholder


/s/ Kenneth S. Shifrin
------------------------------------
Kenneth S. Shifrin, Shareholder

<PAGE>

                       SIGNATURE PAGE TO JOINT UNANIMOUS
                 WRITTEN CONSENT OF SHAREHOLDERS AND DIRECTORS



/s/ William H. Hayes
------------------------------------
William H. Hayes, Shareholder


/s/ Maury Magids
------------------------------------
Maury Magids, Shareholder


/s/ Thomas R. Solimine
------------------------------------
Thomas R. Solimine, Shareholder


/s/ Samuel R. Granett
------------------------------------
Samuel R. Granett, Shareholder


<PAGE>