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                                                                    Exhibit 3.95

                                    BY-LAWS
                                       OF
                PHYSICIAN INTEGRATION CONSULTING SERVICES, INC.
                            A CALIFORNIA CORPORATION


                                   ARTICLE I

                                    Offices

     Section 1.  Principal Office.

     The principal office for the transaction of business of the corporation is
hereby fixed and located at 3626 Ruffin Road, City of San Diego, County of San
Diego, State of California. The location may be changed by approval of a
majority of the authorized Directors, and additional offices may be established
and maintained at such other place or places, either within or without
California, as the Board of Directors may from time to time designate.

     Section 2.  Other Offices.

     Branch or subordinate offices may at any time be established by the Board
of Directors at any place or places where the corporation is qualified to do
business.

                                   ARTICLE II

                             Directors - Management

     Section 1.  Responsibility of Board of Directors.

     Subject to the provisions of the General Corporation Law and to any
limitations in the Articles of Incorporation of the corporation relating to
action required to be approved by the Shareholders, as that term is defined in
Section 153 of the California Corporations Code, or by the outstanding shares,
as that term is defined in Section 152 of the Code, the business and affairs of
the corporation shall be managed and all corporate powers shall be exercised by
or under the direction of the Board of Directors. The Board may delegate the
management of the day-to-day operation of the business of the corporation to a
management company or other person, provided that the business and affairs of
the corporation shall be managed and all corporate powers shall be exercised
under the ultimate direction of the Board.

     Section 2.  Standard of Care.

     Each Director shall perform the duties of a Director, including the duties
as a member of any committee of the Board upon which the Director may serve, in
good faith, in a manner such Director


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believes to be in the best interests of the corporation, and with such care,
including reasonable inquiry, as an ordinary prudent person in a like position
would use under similar circumstances. (Section 309)

     Section 3.  Exception for Close Corporation.

     Notwithstanding the provisions of Section 1, in the event that this
corporation shall elect to become a close corporation as defined in Section 158,
its Shareholders may enter into a Shareholders' Agreement as defined in Section
186. Said Agreement may provide for the exercise of corporate powers and the
management of the business and affairs of this corporation by the Shareholders,
provided, however, such agreement shall, to the extent and so long as the
discretion or the powers of the Board in its management of corporate affairs is
controlled by such agreement, impose upon each Shareholder who is a party
thereof, liability for managerial acts performed or omitted by such person
pursuant thereto otherwise imposed upon Directors as provided in Section 300
(d); and the Directors shall be relieved to that extent from such liability.


     Section 4.  Number and Qualifications of Directors.

     The authorized number of Directors shall be four (4) until changed by a
duly adopted amendment to the Articles of Incorporation or by an amendment to
this Bylaw adopted by the vote or written consent of holders of a majority of
the outstanding shares entitled to vote, as provided in Section 212.

     Section 5.  Election and Term of Office of Directors.

     Directors shall be elected at each annual meeting of the Shareholders to
hold office until the next annual meeting. Each Director, including a Director
elected to fill a vacancy, shall hold office until the expiration of the term
for which elected and until a successor has been elected and qualified.

     Section 6.  Vacancies.

     Vacancies in the Board of Directors may be filled by a majority of the
remaining Directors, though less than a quorum, or by a sole remaining Director,
except that a vacancy created by the removal of a Director by the vote or
written consent of the Shareholders or by court order may be filled only by the
vote of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the written consent of holders of a
majority of the outstanding shares entitled to vote. Each Director so elected
shall hold office until the next annual meeting of the Shareholders and until a
successor has been elected and qualified.


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     A vacancy or vacancies in the Board of Directors shall be deemed to exist
in the event of the death, resignation, or removal of any Director, or if the
Board of Directors by resolution declares vacant the office of a Director who
has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of Directors is increased, or if the
Shareholders fail, at any meeting of Shareholders at which any Director or
Directors are elected, to elect the number of Directors to be voted for at that
meeting.

     The Shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.

     No reduction of the authorized number of Directors shall have the effect
of removing any Director before that Director's term of office expires.

     Section 7. Removal of Directors.

     The entire Board of Directors or any individual Director may be removed
from office as provided by Sections 302, 303, and 304 of the Corporations Code
of the State of California. In such case, the remaining Board members may elect
a successor Director to fill such vacancy for the remaining unexpired term of
the Director so removed.

     Section 8. Notice, Place and Manner of Meetings.

     Meetings of the Board of Directors may be called by the Chairman of the
Board, or the President, or any Vice President, or the Secretary, or any two
(2) Directors and shall be held at the principal executive office of the
corporation, unless some other place is designated in the notice of the
meeting. Members of the Board may participate in a meeting through use of a
conference telephone or similar communications equipment so long as all members
participating in such a meeting can hear one another. Accurate minutes of any
meeting of the Board or any committee thereof, shall be maintained as required
by Section 1500 of the Code by the Secretary or other Officer designated for
that purpose.

     Section 9. Organizational Meetings.

     The organizational meetings of the Board of Directors shall be held
immediately following the adjournment of the annual meetings of the
Shareholders.

     Section 10. Other Regular Meetings.

     Regular meetings of the Board of Directors shall be held at the corporate
offices, or such other place as may be designated by



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the Board of Directors, as follows:

     Time of Regular Meeting:      None

     Date of Regular Meeting:      None

     If said day shall fall upon a holiday, such meetings shall be held on the
next succeeding business day thereafter. No notice need to be given of such
regular meetings.

     Section 11. Special Meetings - Notices - Waivers.

     Special meetings of the Board may be called at any time by any of the
aforesaid officers; i.e., by the Chairman of the Board or the President or any
Vice President or the Secretary or any two (2) Directors.

     At least forty-eight (48) hours' notice of the time and place of special
meetings shall be delivered personally to the Directors or personally
communicated to them by a corporate Officer by telephone or telegraph. If the
notice is sent to a Director by letter, it shall be addressed to him other at
his or her address as it is shown upon the records or is not readily
ascertainable, at the place in which the meetings of the Directors are regularly
held. In case such notice is mailed, it shall be deposited in the United States
mail, postage prepaid, in the place in which the principal executive office of
the corporation is located at least four (4) days prior to the time of the
holding of the meeting. Such mailing, telegraphing, telephoning, or delivery as
above provided shall be due, legal, and personal notice to such Director.

     When all of the Directors are present at any Directors' meeting, however
called or noticed, an either (i) sign a written consent thereto on the records
of such meeting, or (ii) if a majority of the Directors are present if those
not present sign a waiver of notice of such meeting or a consent to holding the
meeting or an approval of the minutes thereof, whether prior to or after the
holding of such meeting, which said waiver, consent, or approval shall be filed
with the Secretary of the corporation, or (iii) if a Director attends a meeting
without notice but without protesting prior thereto or at its commencement the
lack of notice, then the transactions thereof are as valid as if had at a
meeting regularly called and noticed.

     Section 12. Sole Director Provided by Articles of Incorporation or Bylaws.

     In the event only one (1) Director is required by the By-Laws or Articles
of Incorporation, then any reference herein to notices, waivers, consents,
meetings, or other actions by a majority or quorum of the Directors shall be
deemed to refer to such notice,

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waiver, etc., by such sole Director, who shall have all the rights an duties
and shall be entitled to exercise all of the powers an shall assume all the
responsibilities otherwise herein described as given to a Board of Directors.

     Section 13.    Directors Action by Unanimous Written Consent.

     Any action required or permitted to be taken by the Board of Directors may
be taken without a meeting and with the same force and effect as if taken by a
unanimous vote of Directors, if authorized by a writing signed individually or
collectively by all members of the Board. Such consent shall be filed with the
regular minutes of the Board.

     Section 14.    Quorum.

     A majority of the number of Directors as fixed by the Articles of
Incorporation or By-Laws shall be necessary to constitute a quorum for the
transaction of business, and the action of a majority of the Directors present
at any meeting at which there is a quorum, when duly assembled, is valid as a
corporate act; provided that a minority of the Directors, in the absence of a
quorum, may adjourn from time to time, but may not transact any business. A
meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of Directors, if any action is taken
is approved by a majority of the required quorum for such meeting.

     Section 15.    Notice of Adjournment.

     Notice of the time and place of holding an adjourned meeting need not be
given to absent Directors if the time and place be fixed at the meeting
adjourned and held within twenty-four (24) hours, but if adjourned more than
twenty-four (24) hours, notice shall be given to all Directors not present at
the time of the adjournment.

     Section 16.    Compensation of Directors.

     Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board a fixed sum and expense of attendance,
if any, may be allowed for attendance at each regular and special meeting of
the Board; provide that nothing herein contained shall be construed to preclude
any Director from serving the corporation in any other capacity an receiving
compensation therefor.

     Section 17.    Committees.

     Committees of the Board may be appointed by resolution passed by a
majority of the whole Board. Committees shall be composed of two (2) or more
members of the Board, and shall have such powers of


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the Board as may be expressly delegated to it by resolution of the Board of
Directors, except those powers expressly made nondelegable by Section 311.

     Section 18.  Advisory Directors.

     The board of Directors from time to time may elect one or more persons to
be Advisory Directors who shall not by such appointment be members of the Board
of Directors. Advisory Directors shall be available from time to time to perform
special assignments specified by the President, to attend meetings of the Board
of Directors upon invitation and to furnish consultation to the Board. The
period during which the title shall be held may be prescribed by the Board of
Directors. If no period is prescribed, the title shall be held at the pleasure
of the Board.

     Section 19.    Resignations.

     Any Director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board of Directors
of the corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective.

                                  ARTICLE III

                                    Officers

Section 1.     Officers.

     The Officers of the corporation shall be a President, a Secretary, and a
Chief Financial Officer. The corporation may also have, at the discretion of
the Board of Directors, a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers, and such
other Officers as may be appointed in accordance with the provisions of
Section 3 of this Article III. Any number of offices may be held by the same
person.

Section 2.     Election.

     The Officers of the corporation, except such Officers as may be
appointed in accordance with the provisions of Section 3 or Section 5 of this
Article, shall be chosen annually by the Board of Directors, and each shall
hold office until he or she shall resign or shall be removed or otherwise
disqualified to serve, or a successor shall be elected and qualified.

Section 3.     Subordinate Officers, Etc.

     The Board of Directors may appoint such other Officers as the business of
the corporation may require, each of whom shall hold

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office for such period, have such authority, and perform such duties as are
provided in the By-Laws or as the Board of Directors may from time to time
determine.

     Section 4.     Removal and Resignation of Officers.

     Subject to the rights, if any, of an Officer under any contract of
employment, any Officer may be removed, either with or without cause, by the
Board of Directors, at any regular or special meeting of the Board, or, except
in case of an Officer chosen by the Board of Directors, by any Officer upon
whom such power of removal may be conferred by the Board of Directors.

     Any Officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the Officer is a
party.

     Section 5.     Vacancies.

     A vacancy in an office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner prescribed in
the By-Laws for regular appointments to that office.

     Section 6.     Chairman of the Board.

     The Chairman of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board of Directors and exercise and
perform such other powers and duties as may be from time to time assigned by
the Board of Directors or prescribed by the By-Laws. If there is no President,
the Chairman of the Board shall in addition be the Chief Executive Officer of
the corporation and shall have the powers and duties prescribed in Section 7 of
this Article III.

     Section 7.     President.

     Subject to such supervisory powers, if any, as may be given by the Board
of Directors to the Chairman of the Board, if there be such an Officer, the
President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction, an control of the business and Officers of the corporation. He or
she shall preside at all meetings of the Shareholders and in the absence of the
Chairman of the Board, or if there be none, at all meetings of the Board of
Directors. The president shall be ex officio a member of all the standing
committees, including the Executive Committee, if any, and shall have the
general powers and duties of management


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usually vested in the office of President of a corporation, and shall have such
other powers and duties as may be prescribed by the Board of Directors or the
By-Laws.

     Section 8.  Vice President.

     In the absence or disability of the President, the Vice Presidents, if any,
in order of their rank as fixed by the Board of Directors, or if not ranked, the
Vice President designated by the Board of Directors, shall perform all the
duties of the President, an when so acting shall have all the powers of, and be
subject to, all the restrictions upon, the President. The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the By-Laws.

     Section 9.  Secretary.

     The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of all
meetings of Directors and Shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those present at Directors' meetings, the number of shares
present or represented at Shareholders' meetings, and the proceedings thereof.

     The Secretary shall keep, or cause to be kept, at the principal office or
at the office of the corporation's transfer agent, a share register, or
duplicate share register, showing the names of the Shareholders and their
addresses; the number and classes of shares held by each; the number and date of
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.

     The Secretary shall give, or cause to be given, notice of all the meetings
of the Shareholders and of the Board of Directors required by the By-Laws or by
law to be given. He or she shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board of Directors or by the By-Laws.

     Section 10.  Chief Financial Officer.

     The Chief Financial Officer shall keep and maintain, or cause to be kept
and maintained in accordance with generally accepted accounting principles,
adequate and correct accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, earnings (or surplus) and shares. The
books of account shall at all reasonable times be open to inspection by any
Director.


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     This Officer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such depositaries as may be designated by
the Board of Directors. He or she shall disburse the funds of the corporation
as my be ordered by the Board of Directors, shall render to the President and
Directors, whenever they request it, an account of all of his or her
transactions an of the financial condition of the corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors or the By-Laws.

                                   ARTICLE IV

                             Shareholders' Meetings

     Section 1.  Place of Meeting.

     All meetings of the Shareholders shall be held at the principal executive
office of the corporation unless some other appropriate and convenient location
be designed for that purpose from time to time by the Board of Directors.

     Section 2. Annual Meetings.

     The annual meetings of the Shareholders shall be held each year at the
time and on the day following:

                         Time of Meeting:     2:00 p.m.

                         Date of Meeting:     The last Tuesday of the last
                                              month of the fiscal year.

     If this day shall be a legal holiday, then the meeting shall be held on
the next succeeding business day, at the same hour. At the annual meeting, the
Shareholders shall elect a Board of Directors, consider reports of the affairs
of the corporation, and transact such other business as may be properly brought
before the meeting.

     Section 3.  Special Meetings.

     Special meetings of the Shareholders may be called at any time by the
Board of Directors, the Chairman of the Board, the President, a Vice President,
the Secretary, or by one or more Shareholders holding not less than one-tenth
(1/10) of the voting power of the corporation. Except as next provided, notice
shall be given as for the annual meeting.

     Upon receipt of a written request addressed to the Chairman, President,
Vice President, or Secretary, mailed or delivered personally to such Officer by
any person (other than the Board) entitled to call a special meeting of
Shareholders, such Officer shall cause

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notice to be given to the Shareholders entitled to vote that a meeting will be
held at a time requested by the person or persons calling the meeting, not less
than thirty-five (35) nor more than sixty (60) days after the receipt of such
request. If such notice is not given within twenty (20) after receipt of such
request, the persons calling the meeting may give notice thereof in the manner
provided by these By-Laws or apply to the Superior Court as provided in
Section 305(c).

     Section 4.     Notice of Meetings - Reports.

     Notice of meetings, annual or special, shall be given in writing not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
Shareholders entitled to vote thereat. Such notice shall be given by the
Secretary or the Assistant Secretary, or if there be no such Officer, or in the
case of his or her neglect or refusal, by any Director or Shareholder.

     Such notices or an reports shall be given personally or by mail or other
means of written communication as provided in Section 601 of the Code an
shall be sent to the Shareholder's address appearing on the books of the
corporation, or supplied by him or her to the corporation for the purpose of
notice, an in the absence thereof, as provided in Section 601 of the Code.

     Notice of any meeting of Shareholders shall specify the place, the day,
and the hour of meeting, and (1) in the case of an annual meeting, those
matters which the Board at date of mailing intends to present for action by the
Shareholders. At any meetings where Directors are to be elected, notice shall
include the names of the nominees, if any, intended at date of notice to be
presented by management for election.

     If a Shareholder supplies no address, notice shall be deemed to have been
given if mailed to the place where the principal executive office of the
corporation in California is situated, or published at least once in some
newspaper of general circulation in the County of said principal office.

     Notice shall be deemed given at the time it is delivered personally or
deposited in the mail or sent by other means of written communication. The
Officer giving such notice or report shall prepare and file an affidavit or
declaration thereof.

     When a meeting is adjourned for forty-five (45) days or more, notice of
the adjourned meeting shall be given as in case of an original meeting. Save,
as aforesaid, it shall not be necessary to give any notice of adjournment or of
the business to be transacted at an adjourned meeting other than by
announcement at the meeting at which such adjournment is taken.

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     Section 5.     Waiver of Notice or Consent by Absent Shareholders.

     The transactions of any meeting of Shareholders, however called and
noticed, shall be valid as though ad at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, an if, either
before or after the meeting, each of the Shareholders entitled to vote, not
present in person or by proxy, sign a written waiver of notice, or a consent to
the holding of such meeting or an approval of the minutes thereof. All such
waivers, consents, or approvals shall be filed with the corporate records or
make a part of the minutes of the meeting. Attendance shall constitute a waiver
of notice, unless objection shall be made as provided in Section 601(e).

     Section 6.     Shareholders Acting Without a Meeting - Directors.

     Any action which may be taken at a meeting of the Shareholders, may be
taken without a meeting or notice of meeting if authorized by a writing signed
by all of the Shareholders entitled to vote at a meeting for such purpose, and
filed with the Secretary of the Corporation, provided, further, that while
ordinarily Directors can only be elected by unanimous written consent under
Section 603(d), if the Directors fail to fill a vacancy, then a Director to
fill that vacancy may be elected by the written consent of persons holding a
majority of shares entitled to vote for the election of Directors.

     Section 7.     Other Actions Without a Meeting.

     Unless otherwise provided in the California Corporations Code or the
Articles, any action which may be taken at any annual or special meeting of
Shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

     Unless the consents of all Shareholders entitled to vote have been
solicited in writing,

          (1)  Notice of any Shareholder approval pursuant to Sections 310,
317, 1201, and 2007 without a meeting by less than unanimous written consent
shall be given at least ten (10) days before the consummation of the action
authorized by such approval, and

          (2)  Prompt notice shall be given of the taking of any other
corporate action approved by Shareholders without a

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         meeting by less than unanimous written consent, to each of those
         Shareholders entitled to vote who have not consented in writing.

     Any Shareholder giving a written consent, or the Shareholder's proxy
holders, or a transferee of the shares of a personal representative of the
Shareholder or their respective proxy-holders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.

     Section 8. Quorum.

     The holder of a majority of the shares entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
law, by the Articles of Incorporation, or by these By-Laws. If, however, such
majority shall not be present or represented at any meeting of the Shareholders,
the Shareholders entitled to vote thereat, present in person or by proxy, shall
have the power to adjourn the meeting from time to time, until the requisite
amount of voting shares shall be present. At such adjourned meeting at which the
requisite amount of voting shares shall be represented, any business may be
transacted which might have been transacted at a meeting as originally notified.

     If a quorum be initially present, the Shareholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum, if any action taken is approved by a
majority of the Shareholders required to initially constitute a quorum.

     Section 9. Voting.

     Only persons in whose names shares entitled to vote stand on the stock
records of the corporation on the day of any meeting of Shareholders, unless
some other day be fixed by the Board of Directors for the determination of
Shareholders of record, and then on such other day, shall be entitled to vote at
such meeting.

     Provided the candidate's name has been placed in nomination prior to the
voting and one or more Shareholder has given notice at the meeting prior to the
voting of the Shareholder's intent to cumulate the Shareholder's votes, every
Shareholder entitled to  vote at any election for Directors of any corporation
for profit may cumulate their votes and give one candidate a number of votes
equal to the number of Directors to be elected multiplied by the number of votes
to which his or her shares are entitled, or

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distribute his or her votes on the same principle among as many candidates as he
or she thinks fit.

     The candidates receiving the highest number of votes up to the number of
Directors to be elected are elected.

     The Board of Directors may fix a time in the future not exceeding sixty
(60) days preceding the date of any meeting of Shareholders or the date fixed
for the payment of any dividend or distribution, or for the allotment or rights,
or when any change or conversion or exchange of shares shall go into effect, as
a record date for the determination of the Shareholders entitled to notice of
and to vote at any such meeting, or entitled to receive any such dividend or
distribution, or any allotment of rights, or to exercise the rights in respect
to any such change, conversion, or exchange of shares. In such case only
Shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting, or to receive such dividends, distribution, or
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any share on the books of the corporation after
any record date fixed as aforesaid. The Board of Directors may close the books
of the corporation against transfers of shares during the whole or any part of
such period.

     Section 10. Proxies.

     Every Shareholder entitled to vote, or to execute consents,  may do so ,
either in person or by written proxy, executed in accordance with the provisions
of Sections 604 and 705 of the Code and filed with the Secretary of the
corporation.

     Section 11. Organization.

     The President, or in the absence of the President, any Vice President,
shall call the meeting of the Shareholders to order, and shall act as chairman
of the meeting. In the absence of the President and all of the Vice Presidents,
Shareholders shall appoint a chairman for such meeting. The Secretary of the
corporation shall act as Secretary of all meetings of the Shareholders, but in
the absence of the Secretary at any meeting of the Shareholders, the presiding
Officer may appoint any person to act as Secretary of the meeting.

     Section 12. Inspectors of Election.

     In advance of any meeting of Shareholders the Board of Directors may, if
they so elect, appoint inspectors of election to act at such meeting or any
adjournment thereof. If inspectors of election be not so appointed, or if any
persons so appointed fail to appear or refuse to act, the chairman of any such
meeting may, and on the request of any Shareholder or his or her proxy shall,
make such appointment a the meeting in which case the number of

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inspectors shall be either one (1) or three (3) as determined by a majority of
the Shareholders represented at the meeting.

     Section 13.    (A)  Shareholders' Agreements.

     Notwithstanding the above provisions, in the event this corporation elects
to become a close corporation, an agreement between two (2) or more Shareholders
thereof, if in writing and signed by the parties thereof, may provide that in
exercising any voting rights the shares held by them shall be voted as provided
therein or in Section 706, and may otherwise modify these provisions as to
Shareholders' meetings and actions.

                    (B)  Effect of Shareholders' Agreements.

     Any Shareholders' Agreement authorized by Section 300(b) shall only be
effective to modify the terms of these By-Laws if this corporation elects to
become a close corporation with appropriate filing of or amendment to its
Articles as required by Section 202 and shall terminate when this corporation
ceases to be a close corporation. Such an agreement cannot waive or alter
Sections 158, (defining close corporations), 202 (requirements of Articles of
Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201(e)
(reorganization), or Chapters 15 (Records and Reports) or 16 (Rights of
Inspection), 18 (Involuntary Dissolution), or 22 (Crimes and Penalties)  Any
other provisions of the Code or these By-Laws may be altered or waived thereby,
but to the extent they are not so altered or waived, these By-Laws shall be
applicable.

                                   ARTICLE V

                      Certificates and Transfers of Shares

     Section 1.     Certificates for Shares.

     Certificates for shares shall be of such form and device as the Board of
Directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; a statement of the rights, privileges, preferences, and
restrictions, if any; a statement as to the redemption or conversion, if any; a
statement of liens or restrictions upon transfer or voting, if any; if the
shares be assessable or, if assessments are collectible by personal action, a
plain statement of such facts.

     All certificates shall be signed in the name of the corporation by the
Chairman of the Board or Vice Chairman of the Board or the President or Vice
President and by the Chief Financial Officer or an Assistant Treasurer or the
Secretary or any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the Shareholder.

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<PAGE>
     Any or all of the signatures on the certificate may be facsimile. In case
any Officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that Officer,
transfer agent, or registrar before that certificate is issued, it may be issued
by the corporation with the same effect as if that person were an Officer,
transfer agent, or registrar at the date of issue.

     Section 2. Transfer on the Books.

     Upon surrender to the Secretary or 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, cancel
the old certificate, and record the transaction upon its books.

     Section 3. Lost or Destroyed Certificates.

     Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of the fact and shall, if the Directors so
require, give the corporation a bond of indemnity, in form and with one or more
sureties satisfactory to the Board, in at least double the value of the stock
represented by said certificate, whereupon a new certificate may be issued in
the same tenor and for the same number of shares as the one alleged to be lost
or destroyed.

     Section 4. Transfer Agents and Registrars.

     The Board of Directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars, which shall be an incorporated bank or trust
company, either domestic or foreign, who shall be appointed at such times and
places as the requirements of the corporation may necessitate and the Board of
Directors may designate.

     Section 5. Closing Stock Transfer Books - Record Date.

     In order that the corporation may determine the Shareholders entitled to
notice of any meeting or to vote or entitled to receive payment of any dividend
or other distribution or allotment of any rights or entitled to exercise any
rights in respect of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty (60) nor less than ten (10) days
prior to the date of such meeting nor more than sixty (60) days prior to any
other action.

     If no record date is fixed, the record date for determining Shareholders
entitled to notice of or to vote at a meeting of Shareholders shall be at the
close of business on the business day next preceding the date on which notice
is given, or, if notice is

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waived, at the close of business on the business day next preceding the day in
which the meeting is held. The record date for determining Shareholders entitled
to give consent to corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the first written
consent is given.

     The record date for determining Shareholders for any other purpose shall be
at the close of business on the day on which the Board adopts the resolution
relating thereto, or the sixtieth (60th) day prior to the date of such other
action, whichever is later.

     Section 6.  Legend Condition.

     In the event any shares of this corporation are issued pursuant to a permit
or exemption therefrom requiring the imposition of a legend condition, the
person or persons issuing or transferring said shares shall make sure said
legend appears on the certificate and shall not be required to transfer any
shares free of such legend unless an amendment to such permit or a new permit be
first issued so authorizing a deletion.

     Section 7.  Close Corporation Certificates.

     All certificates representing shares of this corporation, in the event it
shall elect to become a close corporation, shall contain the legend required by
Section 418(c).


                                   ARTICLE VI

                        Records - Reports - Inspections

     Section 1.  Records.

     The corporation shall maintain, in accordance with generally accepted
accounting principles, adequate and correct accounts, books, and records of its
business and properties. All of such books, records, and accounts shall be kept
at its principal executive office in the State of California, as fixed by the
Board of Directors from time to time.

     Section 2.  Inspection of Books and Records.

     All books and records provided for in Section 1500 shall be open to
inspection of the Directors and Shareholders form time to time and in the manner
provided in said Sections 1600-1602.


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<PAGE>
     Section 3.  Certification and Inspection of Bylaws.

     The original or a copy of these By-Laws, as amended or otherwise altered to
date, certified by the Secretary, shall be kept at the corporation's principal
executive office and shall be open to inspection by the Shareholders of the
corporation at all reasonable times during office hours, as provided in Section
213 of the Corporations Code.

     Section 4.  Checks, Drafts, Etc.

     All checks, drafts, or other orders for payment of money, notes, or other
evidences of indebtedness, issued in the name of or payable to the corporation,
shall be signed or endorsed by such person or persons and in such manner as
shall be determined from time to time by resolution of the Board of Directors.

     Section 5.  Contracts, Etc. - How Executed.

     The Board of Directors, except as in the By-Laws otherwise provided, may
authorize any Officer or Officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no Officer, agent, or employee shall have any power
or authority to bind the corporation by any contract or agreement, or to pledge
its credit, or to render it liable for any purpose or to any amount, except as
provided in Section 313 of the Corporations Code.


                                  ARTICLE VII

                                 Annual Reports

     Section 1.  Report to Shareholders, Due Date.

     The Board of Directors shall cause an annual report to be sent to the
Shareholders not later than one hundred twenty (120) days after the close of the
fiscal or calendar year adopted by the corporation. This report shall be sent at
least fifteen (15) days before the annual meeting of Shareholders to be held
during the next fiscal year and in the manner specified in Section 4 of Article
IV of these By-Laws for giving notice to Shareholders of the corporation. The
annual report shall contain a balance sheet as of the end of the fiscal year
and an income statement and statement of changes in financial position for the
fiscal year, accompanied by any report of independent accountants or, if there
is no such report, the certificate of an authorized Officer of the corporation
that the statements were prepared without audit from the books and records of
the corporation.


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     Section 2. Waiver.

     The annual report to Shareholders referred to in Section 1501 of the
California General Corporation Law is expressly dispensed with so long as this
corporation shall have less than one hundred (100) Shareholders. However,
nothing herein shall be interpreted as prohibiting the Board of Directors from
issuing annual or other periodic reports to the Shareholders of the corporation
as they consider appropriate.


                                  ARTICLE VIII

                              Amendments to Bylaws

     Section 1. Amendment by Shareholders.

     New Bylaws may be adopted or these Bylaws may be amended or repealed by
the vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the Articles of Incorporation
of the corporation set forth the number of authorized Directors of the
corporation, the authorized number of Directors may be changed only by an
amendment of the Articles of Incorporation.

     Section 2. Powers of Directors.

     Subject to the right of the Shareholders to adopt, amend, or repeal
By-Laws, as provided in Section 1 of this Article VIII, and the limitations of
Section 204(a)(5) and Section 212, the Board of Directors may adopt, amend, or
repeal any of these By-Laws other than a By-Law or amendment thereof changing
the authorized number of Directors.

     Section 3. Record of Amendments.

     Whenever an amendment or new By-Law is adopted, it shall be copied in the
book of By-Laws with the original By-Laws, in the appropriate place. If any
By-Law is repealed, the fact of repeal with the date of the meeting at which
the repeal was enacted or written assent was filed shall be stated in said
book.


                                   ARTICLE IX

                                 Corporate Seal

     The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the corporation, the year or date of its incorporation, and
the word "California."




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                                   ARTICLE X

                                 Miscellaneous

     Section 1. References to Code Sections.

     "Section" references herein refer to the equivalent Sections of the
California Corporations Code effective January 1, 1977, as amended.

     Section 2. Representation of Shares in Other Corporations.

     Shares of other corporations standing in the name of this corporation may
be voted or represented and all incidents thereto may be exercised on behalf of
the corporation by the Chairman of the Board, the President or any Vice
President and the Secretary or an Assistant Secretary.

     Section 3. Subsidiary Corporations.

     Shares of this corporation owned by a subsidiary shall not be entitled to
vote on any matter. A subsidiary for these purposes is defined as a
corporation, the shares of which possessing more than 25% of the total combined
voting power of all classes of shares entitled to vote, are owned directly or
indirectly through one (1) or more subsidiaries.

     Section 4. Indemnity.

     The corporation may indemnify agents of the corporation (as defined in
Cal. Corp. Code Sec. 317(a)), for breach of duty to the corporation and its
Shareholders where the approval required in Cal. Corp. Code Sec. 327(e) has
been secured. However, an agent may not in any circumstance be indemnified for
acts or omissions that constitute intentional misconduct, the knowing and
culpable violation of the law, the absence of good faith, the receipt of an
improper personal benefit, a reckless disregard or unexcused inattention to the
agent's duty to act in the best interests of the corporation and its
Shareholders. An agent also may not be indemnified for any act or omission
which falls under Cal. Corp. Code Secs. 310 or 316, or where indemnification is
expressly prohibited under Cal. Corp. Code Sec. 317.

     Section 5. Accounting Year.

     The accounting year of the corporation shall be fixed by resolution of the
Board of Directors.



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                            CERTIFICATE BY SECRETARY

     I do hereby certify as follows:

     That I am the duly elected, qualified, and acting Secretary of the above
named corporation, that the foregoing By-Laws were adopted as the By-Laws of
said corporation on the date set forth by the person named in the Articles of
Incorporation as the Incorporator of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal this 11th day of August, 1993.




                                          /s/ Michael G. Martin, M.D.
                                          -------------------------------------
                                              Michael G. Martin, M.D., Secretary








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