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Exhibit 3.97

                                   BY-LAWS OF
                        SENTINEL MEDICAL SERVICES, INC.


                               ARTICLE I - OFFICES

     The principal office of the corporation shall be established and maintained
at 710 Yorktown Drive in the City of Leesburg, County of Lake, State of Florida.
The corporation may also have offices at such places within or without the State
of Florida as the Board may from time establish.

                           ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETINGS

     Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of Florida as the
board shall authorize.

2.   ANNUAL MEETING

     The annual meeting of shareholders shall be held on the 1st Tuesday of
September at 9 a.m. in each year; however, if such day falls on a Sunday or a
legal holiday, then on the next business day following at the same time. At such
meeting the shareholders shall elect a board of directors and transact such
other business as may properly come before the meeting.

3.   SPECIAL MEETINGS

     Special meetings of the shareholders may be called by the board or by the
holders of not less than one-tenth of all the shares entitled to vote at the
meeting. A meeting requested by shareholders shall be called for a date not less
than ten (10) nor more than sixty (60) days after the request is made. The
secretary shall issue the call for the meeting unless the president, the board
or the shareholders shall designate another to make said call.


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4. NOTICE OF MEETINGS

     Written notice of each meeting of shareholders shall state the place, day
and hour of the meeting and in the case of a special meeting the purpose or
purposes for which the meeting is called. Notice shall be delivered personally
or by first class mail to each shareholder of record having the right and
entitled to vote at such meeting at his last address as it appears on the
records of the corporation, not less than ten (10) nor more than sixty (60)
days before the date set for such meeting. Such notice shall be sufficient for
the meeting and any adjournment thereof. If any shareholder shall transfer his
stock after notice, it shall not be necessary to notify the transferee. Any
shareholder may waive notice of any meeting either before, during or after
the meeting.

5. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE

     For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the board may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, sixty (60) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders such books shall be closed for at least ten (10) days
immediately preceding such meeting.

     In lieu of closing the stock transfer books, the board may fix in advance
a date as the record date for any such determination of shareholders, such date
in any case to be not more than sixty (60) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.

     If the stock transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.

6. VOTING

     Every shareholder shall be entitled at each meeting and upon each proposal
presented at each meeting to one vote for each share recorded in the
shareholder's name on the books of the corporation on the record date. The
books of records of shareholders shall be produced at the meeting upon the
request of any shareholder. Upon the demand of any shareholder, the vote for
directors and the vote upon any question before the meeting, shall be by
ballot. The meeting shall be the act of the shareholders.

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7.   QUORUM

     The presence, in person or by proxy, of shareholders holding a majority of
the shares of the corporation entitled to vote shall constitute a quorum at all
meetings of the shareholders. In case a quorum shall not be present at any
meeting, a majority of the shareholders entitled to vote thereat, present in
person or by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
amount of shares entitled to vote shall be present. At any such adjourned
meeting at which the requisite amount of shares entitled to vote shall be
presented, any business may be transacted which might have been transacted at
the meeting as originally notice; but only those entitled to vote at the
meeting as originally noticed shall be entitled to vote at any adjournment or
adjournments thereof.

8.   PROXIES

     At any shareholders meeting or any adjournment thereof, any shareholder of
record having the right and entitled to vote thereat may be represented and vote
by proxy appointed in a written instrument. No such proxy shall be voted after
eleven months from the date thereof unless otherwise provided in the proxy. In
the event a proxy provides for two or more persons to act as proxies, a
majority of such persons present at the meeting, or if only one be present,
that one, shall have all the powers conferred by the instrument upon all the
persons so designated unless the proxy shall provide otherwise.

                            ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS

     The business of the corporation shall be managed and its corporate powers
exercised by a board of one (1) director. It shall not be necessary for
directors to be residents of the State of Florida or shareholders.

2.   ELECTION AND TERM OF DIRECTORS

     Directors shall be elected at the annual meeting of shareholders and each
director elected shall hold office until the director's successor has been
elected and qualified, or until prior resignation or removal.

3.   VACANCIES

     Any vacancy occurring in the board including any vacancy created by reason
of an increase in the number of directors, may be filled by the affirmative
vote of a majority of the remaining directors through less than a quorum of the
board. A director elected to fill a vacancy shall hold office only until the
next election of directors by the shareholders.


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4.   REMOVAL OF DIRECTORS

     Any or all of the directors may be removed with or without cause by vote
of a majority of all the shares outstanding and entitled to vote at a special
meeting of shareholders called for that purpose.

5.   RESIGNATION

     A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified
in the notice, the resignation shall take effect upon receipt thereof by the
board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

6.   QUORUM OF DIRECTORS

     A majority of the directors shall constitute a quorum for the transaction
of business. If at any meeting of the board there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
until a quorum is obtained, and no further notice thereof need be given other
than by announcement at the meeting which shall be so adjourned.

7.   VOTING

     Notwithstanding any other provision of these By-Laws to the contrary, the
following actions of the Board of Directors shall require the affirmative vote
of all of the directors constituting the entire Board of Directors:

     (a)  Any action outside the ordinary course of business of the
corporation, which shall be deemed to mean an action that is probable of having
a material effect on the revenues, gross profits, or net profits of the
corporation.

     (b)  Any change in the number of directors constituting the entire Board
of Directors or any change in the persons presently constituting the Board of
Directors.

     (c)  Any change in the officers of the corporation from that provided for
in paragraph 3 of the Stockholders Agreement or any change in the duties or
compensation of such officers from that provided for in the Stockholders
Agreement.

     (d)  Amendment of the Articles of Incorporation of the corporation.

     (e)  Amendment of these By-Laws.

     (f)  Adoption of any plan or agreement for the merger or consolidation of
the corporation into or with one or more other corporations.


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     (g)  Approval of any sale, lease, exchange, mortgage, pledge, creation of
a security interest in (other than as contemplated by the Stockholders
Agreement) or other disposition of all or substantially all of the assets of
the corporation.

     (h)  Adoption of any plan of complete or partial liquidation of the
corporation.

     (i)  Any issuance, redemption, repurchase, reclassification or
recapitalization of or relating to the capital stock of the corporation.

8.   PLACE AND TIME OF BOARD MEETINGS

     The board may hold its meetings at the office of the corporation or at
such other places, either within or without the State of Florida as it may from
time to time determine. Participation in a meeting by communication methods
whereby all persons can hear each other at the same time shall constitute
presence in person at a meeting.

9.   REGULAR ANNUAL MEETING

     A regular annual meeting of the board shall be held immediately following
the annual meeting of shareholders at the place of such annual meeting of
shareholders.

10.  NOTICE OF MEETINGS OF THE BOARD

     Regular meetings of the board may be held without notice at such time and
place as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the directors any may be called by the president
upon three days notice to each director either personally or by mail or by
wire; special meetings shall be called by the president or by the secretary in
a like manner on written require of two directors. Notice of a meeting need not
be given to any director who submits a waiver of notice whether before or after
the meeting or who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him.

11.  EXECUTIVE AND OTHER COMMITTEES

     The board, by resolution, may designate from among its members two or more
of their number to one or more committees, which, to the extent provided in said
resolution or these By-Laws may exercise the powers of the board in the
management of the business of the corporation, except as provided in Section
607.127 of the Florida General Corporation Act.

12.  COMPENSATION

     The board shall have the authority to fix the compensation of directors.

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                             ARTICLE IV -- OFFICERS

1.   OFFICERS, ELECTION AND TERM

     a)   The board may elect or appoint a president, a vice-president, a
secretary and a treasurer, and such other officers as it may determine, who
shall have such duties and powers as hereinafter provided.

     b)   In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the unexpired
term.

     c)   Any two or more offices may be held by the same person.

     d)   The salaries of all officers shall be fixed by the board.

     e)   The directors may require any officer to give security for the
          faithful performance of his duties.

2.   PRESIDENT

     The president shall be the chief executive officer of the corporation and
shall have the general powers and duties of supervision and management usually
vested in the office of president of a corporation. He shall preside at all
meetings of the shareholders if present there and shall have general
supervision, direction and control of the business of the corporation. Except as
the board shall authorize the execution thereof in some other manner, he shall
execute bonds, mortgages and other contracts in behalf of the corporation, and
shall cause the seal to be affixed to any instrument requiring it and when so
affixed, the seal shall be attested by the signature of the secretary or the
treasurer or an assistant secretary or an assistant treasurer.

3.   VICE-PRESIDENT

     During the absence or disability of the president, the vice-president, if
one be elected, or if there are more than one, the executive vice-president,
shall have all the powers and functions of the president. Each vice-president
shall perform such other duties as the board shall prescribe.

4.   SECRETARY

     The secretary shall attend all meetings of the board and of the
shareholders, record all votes and minutes of all proceedings in a book to be
kept for that purpose, give or cause to be given notice of all meetings of
shareholders and of special meetings of the board, keep in safe custody the
seal of the corporation and affix it to any instrument when authorized by the
board, when required prepare or cause to be prepared and available at each

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meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each, keep all the documents and records of the
corporation as required by law or otherwise in a proper and safe manner, and
perform such other duties as may be prescribed by the board, or assigned to him
by the president.

5. ASSISTANT-SECRETARIES

     During the absence or disability of the secretary, the assistant-
secretary, or if there are more than one, the one so designated by the secretary
or by the board, shall have the powers and functions of the secretary.

6. TREASURER

     The treasurer shall have the custody of the corporate funds and
securities, keep full and accurate accounts of receipts and disbursements in
the corporate books, deposit all money and other valuables in the name and to
the credit of the corporation in such depositories as may be designated by the
board, disburse the funds of the corporation as may be ordered or authorized by
the board and preserve proper vouchers for such disbursements, render to the
president and board at the regular meetings of the board, or whenever they
require it, an account of all transactions as treasurer and of the financial
condition of the corporation, render a full financial report at the annual
meeting of the shareholders if so requested, be furnished by all corporate
officers and agents on request with such reports and statements as required as
to all financial transactions of the corporation, and perform such other duties
as are given by the By-Laws or as from time to time are assigned by the board
or the president.

7. ASSISTANT-TREASURER

     During the absence or disability of the treasurer, the assistant-
treasurer, or if there are more than one, the one so designated by the treasurer
or by the board, shall have all the powers and functions of the treasurer.

8. SURETIES AND BONDS

     In case the board shall so require, any officer or agent of the
corporation shall execute to the corporation a bond in such sum and with such
surety or sureties as the board may direct, conditioned upon the faithful
performance of their duties to the corporation and including responsibility for
negligence and for the accounting for all property, funds or securities of the
corporation which may come into their hands.

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                      ARTICLE V - CERTIFICATES FOR SHARES

1.  CERTIFICATES

     The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the secretary or an assistant
secretary and shall bear the corporate seal. When such certificates are signed
by a transfer agent or an assistant transfer agent or by a transfer clerk acting
on behalf of the corporation and a registrar, the signatures of such officers
may be facsimiles.

2.  LOST OR DESTROYED CERTIFICATES

     The board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate or certificates, or the owner's
legal representative, to advertise the same in such manner as it shall require
and/or give the corporation a bond in such sum and with such surety or sureties
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.

3.  TRANSFERS OF SHARES

     Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, to
cancel the old certificate; every such transfer shall be entered on the
transfer book of the corporation which shall be kept at its principal office.
Whenever a transfer shall be made for collateral security, and not absolutely,
it shall be so expressed on the entry of the transfer. No transfer shall be
made within ten days next preceding the annual meeting of shareholders.


                             ARTICLE VI - DIVIDENDS

     The board may out of funds legally available therefore at any regular or
special meeting, declare dividends upon the shares of the corporation in cash,
property or its own shares as and when it deems expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends,


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such sum or sums as the board from time to time in their discretion deem proper
for working capital or as a reserve fund to meet contingencies or for
equalizing dividends or for such other purposes as the board shall deem
conducive to the interests of the corporations.


                          ARTICLE VII - CORPORATE SEAL

     The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "CORPORATE SEAL,
FLORIDA." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be facsimile, engraved or printed.


                    ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.

     All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, agent or agents of the corporation, and in
such manner as shall be determined from time to time by resolution of the board.


                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin the first day of January in each year.


                    ARTICLE X - NOTICE AND WAIVER OF NOTICE

     Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by first class mail by depositing the same
in a post office box in a sealed post-paid wrapper, addressed to the person
entitled thereto at his post office address as it appears on the stock transfer
books of the corporation and such notice shall be deemed to have been given on
the day of such mailing. Shareholders not entitled to vote shall not be entitled
to receive notice of any meetings except as otherwise provided by statute.

     Whenever any notice whatever is required to be given under the provision
of any law, or under the provision of the Articles of Incorporation of the
corporation or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.


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                           ARTICLE XI - CONSTRUCTION

     Whenever a conflict arises between the language of these By-Laws and the
Articles of Incorporation, the Articles of Incorporation shall govern.

                       ARTICLE XII - INFORMAL MANAGEMENT

1.   CONDUCT OF BUSINESS WITHOUT MEETINGS - UNANIMOUS CONSENT

     Any action of the shareholders, directors or committee may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all persons who would be entitled to vote on such action at
a meeting and filed with the secretary of the corporation as part of the
proceedings of the shareholders, directors or committees as the case may be.
Such consent shall have the same effect as a unanimous vote. No action of the
shareholders may be taken without a meeting unless with unanimous consent.

2.   MANAGEMENT BY SHAREHOLDERS

     In the event the shareholders are named in the Articles of Incorporation
and are empowered therein to manage the affairs of the corporation in lieu of
directors, the shareholders of the corporation shall be deemed directors for the
purposes of these By-Laws and wherever the word "directors", "board of
directors" and "board" appear in these By-Laws those words shall be taken to
mean shareholders.

                           ARTICLE XIII - AMENDMENTS

     The board may adopt, alter, amend or repeal these By-Laws. By-Laws adopted
by the board or by the shareholders may be repealed or changed, new By-Laws may
be adopted by the shareholders, and shareholders may prescribe in any By-Law
made by them that such By-Laws shall not be altered, amended or repealed by the
board.


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