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Exhibit 3.90

                                   BYLAWS OF

                INTEGRATED SPECIALISTS MANAGEMENT SERVICES, INC.

                               CHAPTER 1. OFFICE

100. Office. The location of the principal executive office of the corporation
     is 3626 Ruffin Road, San Diego, California 92123.

                              CHAPTER 2. DIRECTORS

200. Number of Directors.

     (a)  The authorized number of Directors of the corporation shall be not
          less than five (5) and not more than nine (9).

     (b)  The initial authorized number of Directors shall be seven (7).
          Thereafter, the exact authorized number of Directors within the range
          of paragraph (a) may from time to time be changed by a resolution
          adopted by the Board of Directors.

201. Term and Election of Directors.

     (a)  Directors are elected for a term of one year, and may succeed
          themselves.

     (b)  Directors shall be elected at the annual meeting of shareholders.

     (c)  A vacancy occurring in the office of director may be filled by the
          Board of Directors for the balance of the unexpired term and until a
          successor has been elected and qualified (unless there is a
          intervening regular annual election in which case the appointee shall
          hold office until a successor has been elected and qualified.) An
          election to fill an unexpired term shall be held only if the vacancy
          occurs prior to the appointment of the nominating committee pursuant
          to Section 202 of the bylaws.

202. Nomination Procedure.

     (a)  Annually the Board of Directors shall establish a date upon which the
          notices of annual meeting or the written ballots, as the case may be,
          will be mailed to the shareholders.

     (b)  At least thirty (30) days prior to the date established pursuant to
          paragraph (a), the Board of Directors shall appoint a Nominating
          Committee composed of three (3) shareholders.


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     (c)  At least twenty (20) days prior to the notice date established
          pursuant to paragraph (a), the Nominating Committee shall submit its
          report to the Board of Directors.

     (d)  Other shareholders may be nominated by petition signed by ten percent
          (10%) of the shareholders of the corporation and delivered to the
          Secretary at least twenty (20) days prior to the date of the meeting
          or prior to the final date for the receipt of written ballots, as the
          case may be. A person may not be nominated except pursuant to
          paragraphs (c) or (d).

203. Resignation and Removal of Directors.

     (a)  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. The Board of Directors may
          declare vacant the office of a director who has been declared of
          unsound mind by an order of court or convicted of a felony or has
          failed to attend three (3) consecutive meetings of the Board of
          Directors.

     (b)  Any or all of the Directors may be removed without cause as follows:

          (1)  If the corporation has fifty (50) or more shareholders, by the
               vote of a majority of the shareholders represented at a duly held
               regular or special meeting of the shareholders at which a quorum
               is present or by the written ballot of shareholders pursuant to
               Section 502 of the bylaws; or

          (2)  If the corporation has fewer than fifty (50) shareholders, by the
               affirmative vote of a majority of the total number of
               shareholders of the corporation (whether or not all shareholders
               vote) at a duly held regular or special meeting of the
               shareholders or by the affirmative written ballot of a majority
               of the total number of shareholders of the corporation pursuant
               to Section 502 of the bylaws.

204. Meetings of the Board of Directors.

     (a)  Meetings of the Board of Directors shall be held at the principal
          executive office of the corporation unless another place is stated in
          the notice of the meeting.

     (b)  Regular meetings of the Board of Directors shall be held, if so
          provided in a resolution adopted by the Board of Directors, at the
          time and place specified in such resolution.

     (c)  A special meeting of the Board of Directors may be called by the
          chairman, the Secretary or any two Directors.

     (d)  Notice of all regular and special meetings of the Board of Directors
          shall be given. A notice need not include the purpose or agenda for
          the

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          meeting. The notice may be in writing and mailed at least four (4)
          days before the meeting. The notice may also be delivered personally
          or by telephone or telegraph at least forty-eight (48) hours before
          the meeting.

     (e)  Notice of a meeting need not be given to any director who signs a
          waiver of notice or a consent to holding the meeting or an approval
          of the minutes thereof, whether before or after the meeting, or who
          attends the meeting without protesting, prior thereto or at its
          commencement, the lack of notice to such director. All such waiver,
          consents, and approvals shall be filed with the corporate records or
          made a part of the minutes of the meeting.

     (f)  Directors may participate in a meeting through use of conference
          telephone or similar communications equipment, so long as all
          Directors participating in such meeting can hear one another.
          Participation in a meeting by this means constitutes presence in
          person at such meeting.

     (g)  A majority of the authorized number of Directors constitutes a quorum
          of the Board of Directors for the transaction of business.

     (h)  A majority of the Directors present, whether or not a quorum is
          present, may adjourn any meeting to another time and place. If the
          meeting is adjourned for more than 24 hours, notice of any adjournment
          to another time or place shall be given, prior to the time of the
          adjourned meeting, to the Directors who were not present at the time
          of the adjournment.

205. Required Vote of Directors.

     (a)  Every act or decision done or made by a majority of the Directors
          present at a meeting duly held at which a quorum is present is the act
          of the Board of Directors. A meeting at which a quorum is initially
          present may continue to transact business notwithstanding the
          withdrawal of Directors, if any action taken is approved by at least a
          majority of the required quorum for such meeting.

     (b)  Notwithstanding paragraph (a) and subject to the limitation in Section
          601, the amendment or repeal of bylaws requires the affirmative
          approval of fifty percent (50%) of the authorized number of Directors
          then in office.

     (c)  Notwithstanding paragraph (a), the issuance of additional shares of
          stock of corporation, after the initial offering, requires the vote of
          sixty-six and two-thirds percent (66-2/3%) of the Directors then in
          office.

206. Written consent of Directors. Any action required or permitted to be taken
     by the Board of Directors may be taken without a meeting, if all members of
     the board shall individually or collectively consent in writing to such
     action. Such written consent or consents shall be filed with the minutes of
     the proceedings of the board. Such action by written consent shall have the
     same force and effect as a unanimous vote of such Directors.

207. Committees.

     (a)  Committees are of two kinds, those with legal authority to act for the
          corporation and advisory committees. The former are provided for in
          paragraph (b) below and the latter in paragraph (c) below.

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     (b)  The Board of Directors may, by resolution adopted by a majority of
          the authorized number of Directors then in office, designated one or
          more committees with legal authority to act for the corporation to the
          extent specified in the resolution creating such committee, each such
          committee consisting of two or more Directors, to serve at the
          pleasure of the board. The board may designate one or more Directors
          as alternative members of any committee, who may replace any absent
          member at any meeting of the committee. The appointment of member or
          alternate members of a committee requires the vote of a majority of
          the Directors then in office. Sections 204, 205 and 206 of these
          bylaws, with appropriate adaptations to the circumstances, apply to
          the procedures of these committees. Any such committee, to the extent
          provided in the resolution of the board, shall have all the authority
          of the board, except with respect to:

          (1)  The approval of any action which also requires shareholder
               approval.

          (2)  The fixing of vacancies on the board or in any committee.

          (3)  The fixing of compensation of the Directors for serving on the
               board or on any committee.

          (4)  The amendment or repeal of bylaws or the adoption of new bylaws.

          (5)  The amendment or repeal of any resolution of the board which by
               its express terms is not so amendable or repealable.

          (6)  The appointment of other committees of the board or the members
               thereof.

          (7)  The expenditure of corporate funds to support a nominee for
               director after there are more people nominated for director than
               can be elected.

          (8)  Any action requiring a higher than majority vote under Section
               205(c).

     (c)  Advisory committees may be appointed to consist of one or more
          shareholders. Advisory committees have no legal authority to act for
          the corporation, but shall report their findings and recommendations
          to the Board of Directors.

208. Compensation of Directors. Directors shall be entitled to receive their
     actual, necessary expenses in attending meetings of the Board of Directors,
     of committees of the Board of Directors and of advisory committees.
     Directors who are also officers or employees of the corporation and who are
     compensated as such shall be entitled to receive compensation as Directors.
     The Directors shall receive such compensation as may be established by
     resolution of the Board of Directors.

209. Inspection Rights of Directors. Every director shall have the absolute
     right at any reasonable time to inspect and copy all books, records and
     documents of every kind and to inspect the physical properties of the
     corporation. Such inspection by

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     a director may be made in person or by agent or attorney and the right of
     inspection includes the right to copy and make extracts.

                              CHAPTER 3. OFFICERS

300. Officers and Duties.

     (a)  The officers of the corporation are the President or Chief Executive
          Officer, one or more Vice Presidents, the Secretary, the Treasurer
          and/or the Chief Financial Officer, and the Chairman of the Board.

     (b)  The President is the Chief Executive Officer and general manager of
          the corporation. The President shall, subject to the control of the
          Board of Directors, have general supervision, direction and control
          of the business and affairs of the corporation and of its officers,
          employees and agents, including the right to employ, discharge and
          prescribe the duties and compensation of all officers, employees and
          agents of the corporation, except where such matters are prescribed in
          the bylaws or by the Board of Directors. The President shall preside
          at all meetings of the shareholders and of the Board of Directors,
          unless there is a Chairman of the Board. The President is authorized
          to sign all contracts, notes, conveyances and other papers, documents
          and instruments in writing in the name of the corporation.

     (c)  The Vice President shall perform, under the direction of the
          President, duties and responsibilities in the management of the
          corporation or in one or more particular areas of its management.

     (d)  The Secretary shall keep or cause to be kept the minute book of the
          corporation as prescribed by Section 700 of the bylaws. The Secretary
          shall sign in the name of the corporation, either alone or with one
          or more other officers, all documents authorized or required to be
          signed by the Secretary. If the corporation has a corporate seal, the
          Secretary shall keep the seal and shall affix the seal to documents
          as appropriate or desired. The Board of Directors may, by resolution,
          authorize one or more assistant secretaries to perform, under the
          direction of the Secretary, some or all of the duties of the
          Secretary.

     (e)  The Chief Financial Officer is responsible for the receipt,
          maintenance and disbursement of all funds of the corporation and for
          the safekeeping of all securities of the corporation. The Chief
          Financial Officer shall keep or cause to be kept books and records of
          accounts and records of all properties of the corporation. The Chief
          Financial Officer shall prepare or cause to be prepared annually, or
          more often if so directed by the Board of Directors or President,
          financial statements of the corporation.

     (f)  The Chairman of the Board shall preside at all meetings of the Board
          of Directors.


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301. Appointment and Removal of Officers.

     (a)  The officers provided for in paragraph (a) of Section 300 of the
          bylaws, shall be appointed as prescribed in the resolution of the
          Board of Directors establishing the office.

     (b)  Any officer appointed by the Board of Directors may be removed from
          office at any time by the Board of Directors, with or without cause or
          prior notice.

     (c)  When authorized by the Board of Directors, any appointed officer may
          be appointed for a specific term under a contract of employment.
          Notwithstanding that such officer is appointed for a specified term or
          under a contract of employment, any such officer may be removed from
          office at any time pursuant to paragraph (b) and shall have no claim
          against the corporation on account of such removal other than for such
          monetary compensation as the officer may be entitled to under the
          terms of the contract of employment.

     (d)  Any officer may resign at any time upon written notice to the
          corporation without prejudice to the rights, if any, of the
          corporation under any contract to which the officer is a party. Such
          resignation is effective upon receipt of the written notice by the
          corporation unless the notice prescribes a later effective date or
          unless the notice prescribes a condition to the effectiveness of the
          resignation.

     (e)  The same person may hold more than one appointed office except that
          neither the Secretary nor the Chief Financial Officer may serve
          concurrently as the President (or Chairman of the Board).

302. Execution of Instruments.

     (a)  Any and all instruments executed in the name of the corporation,
          including, but not limited to, contracts, agreements, purchase orders,
          notes, deeds, deeds of trust, mortgages, leases, security agreements,
          checks and drafts issued, endorsements of checks and drafts received,
          certificates, applications and reports, shall be executed by any one
          or more officers, employees or agents of the corporation as authorized
          from time to time by the Board of Directors. Such authorization may be
          general or confined to specific instances.

     (b)  The respective offices and duties thereof as established and defined
          in Section 300 of the bylaws and by resolution of the Board of
          Directors include, except as otherwise provided, the authority to
          executive instruments in the name of the corporation when the
          execution of the instrument is incident to carrying out the duties of
          the office.


                           CHAPTER 4. INDEMNIFICATION

400. Indemnification of Directors, Officers, and Employees. The corporation
     shall indemnify all persons who have served or may serve at any time as
     officers or Directors of the corporation, and their heirs, executors,
     administrators, successors, and assigns, from and against any and all loss
     and expense, including amounts

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     made in settlement before or after suit is commenced, and reasonable
     attorneys' fees, actually and necessarily sustained as a result of any
     claim, demand, action, proceeding, or judgment that may be asserted against
     any such persons, or in which any such persons are made parties by reason
     of their being or having been officers or Directors of the corporation.
     However, this right of indemnification shall not exist in relation to
     matters where it is adjudged in any action, suit, or proceeding that any
     such persons committed gross negligence or willful misconduct in the
     performance of duty.

     The liability of the Directors of the corporation for monetary damages
     shall be eliminated to the fullest extent permissible under California law.

                            CHAPTER 5. SHAREHOLDERS

500. Qualifications. Shareholders in the corporation shall be limited to:

     (a)  Licensed physicians; or

     (b)  Executive employees of the corporation

501. Transfer of Shares and Right of First Refusal.

     A share in the corporation is transferable subject to a right of first
     refusal in the corporation, as follows. Any shareholder intending to sell
     his or her shares in the corporation shall first give the corporation
     written notice of intent to sell, stating the identity of the proposed
     purchaser, the consideration to be paid and the payment term or terms.
     Corporation shall have forty-five (45) days from receipt of the written
     notice to either exercise or decline to exercise its right of first refusal
     by written notice to the shareholder. If the corporation exercises its
     right of first refusal, it shall purchase and the shareholder shall sell
     his or her shares on the terms and conditions set forth in the
     shareholder's notice of intent to sell. If the corporation declines to
     exercise its right of first refusal or fails to respond in writing within
     the foregoing forty-five (45) day period, then the shareholder shall be
     free to sell his or her shares in the corporation, but only to a qualified
     purchaser and on the terms stated in the shareholder's notice to the
     corporation of intent to sell. Written notices under this section shall be
     effective on receipt by the President or Secretary of the corporation or
     the shareholder, as the case may be, three (3) days after deposit in the
     United States Mail, postage paid, return receipt requested, addressed to
     the President or Secretary of the corporation or to the shareholder at his
     or her record address, as the case may be.

502. Written Ballot of Shareholders.

     (a)  Whenever the shareholders are to vote for Directors or on any proposal
          for action which could be taken at any regular or special meeting of
          shareholders, the shareholders may, in the discretion of the Board of
          Directors (unless a specific method of voting is prescribed by Section
          201 of the bylaws), vote by written ballot without a meeting pursuant
          to this section of the bylaws.

     (b)  A written ballot shall be mailed to every shareholder entitled to vote
          on the matter pursuant to Section 506 of the bylaws.


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     (c)  The written ballot shall set forth the time by which the ballot must
          be received in order to be counted and the minimum number of written
          ballots which must be returned to meet the quorum requirement.

     (d)  If the vote is for other than Directors, the written ballot shall set
          forth:

          (1)  The proposal to be voted on, and for this purpose related
               proposals may be grouped as a single proposal for the written
               ballot.

          (2)  Offer the shareholder a choice between approval and disapproval
               on each such proposal.

          (3)  Specify the proposal must be approved by a majority of the
               written ballots voting on the proposal, provided that sufficient
               written ballots are returned to meet the quorum requirement or
               such greater vote as may be required by applicable law or by the
               articles of incorporation or bylaws.

     (e)  Approval by written ballot shall be valid only when the number of
          votes cast by ballot within the time period specified equals or
          exceeds the quorum required to be present at a meeting authorizing
          the action, and the number of approvals equals or exceeds the number
          of votes that would be required to approve at a meeting at which the
          total number of votes cast was the same as the number of votes by
          ballot.

503. Annual Meeting of Shareholders.

     (a)  An annual meeting of shareholders shall be held between the 30th day
          of September and the 31st day of December in each year. The exact date
          and time of such annual meeting shall be fixed by resolution of the
          Board of Directors. The annual meeting shall be held at the principal
          office of the corporation unless the Board of Directors by resolution
          prescribes a different place.

     (b)  At the annual meeting of shareholders, the shareholders shall elect
          and qualify Directors for those offices which terms expire that year.
          Any other proper business may be transacted at the annual meeting of
          shareholders.

504. Special Meetings of Shareholders. Special meetings of the shareholders may
     be called by the Board of Directors, the President or the Chairman of the
     Board or by the holders of shares entitled to cast not less than ten
     percent (10%) of the votes at the meeting.

505. Notice of Meeting of Shareholders.

     (a)  Written notice of all annual meetings of shareholders shall be given
          not less than 30 nor more than 90 days before the date of the meeting
          to each member entitled to vote thereat. Written notice of all
          special meetings of shareholders shall be given not less than 10 nor
          more than 90 days before the date of the meeting to each member
          entitled to vote thereat. Such notice shall state the place, date and
          hour of the meeting and (1) in the case of a special meeting, the
          general nature of business to be transacted, and no other business
          may be transacted, or (2) in the case of the annual

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          meeting, those matters which the Board of Directors, at the time of
          the mailing of the notice, intends to present for action by the
          shareholders. The notice of any meeting at which Directors are to be
          elected shall include the names of the nominees pursuant to Section
          202 of the bylaws.

     (b)  Notice of a shareholders' meeting or any written ballot or report
          shall be given either personally or by first-class mail or other means
          of written communications, addressed to the shareholder at the address
          of such shareholder appearing on the books of the corporation or given
          by the member to the corporation for the purpose of notice; or if no
          such address appears or is given, at the place where the principal
          office of the corporation is located or by publication at least once
          in a newspaper of general circulation in the county in which the
          principal office is located. The notice, written ballot, or report
          shall be deemed to have been given at the time when delivered
          personally or deposited in the mail or sent by other means of written
          communication. An affidavit or mailing of any notice, written ballot
          or report in accordance with the provisions of this bylaw, executed by
          the Secretary or an assistant Secretary, shall be prima facie evidence
          of the giving of the notice, written ballot or report.

          If any notice, written ballot or report addressed to the shareholder
          at the address of such shareholder appearing on the books of the
          corporation is returned to the corporation by the United States Postal
          Service marked to indicate that the United States Postal Service is
          unable to deliver the notice, written ballot or report to the
          shareholder at such address, all future notices, written ballots or
          reports shall be deemed to have been duly given without further
          mailing if the same shall be available for the shareholder upon
          written demand of the shareholder at the principal office of the
          corporation for a period of one year from the date of the giving of
          the notice of written ballot or report to all other shareholders.

     (c)  Except as otherwise prescribed by the Board of Directors in particular
          instances and except as otherwise provided by applicable law, the
          Secretary shall prepare and give, or cause to be prepared and given,
          the notice of meetings of shareholders and the written ballots of
          shareholders.

506.  Record Date.

     (a)  The Board of Directors may fix, in advance, a date as the record date
          for the purpose of determining the shareholders entitled to notice of
          or to vote at any meeting of shareholders. Such record date shall not
          be more than 90 nor less than 10 days before the date of the meeting.
          If no record date is fixed, shareholders at the close of business on
          the business day preceding the day on which notice is given or, if
          notice is waived, at the close of business on the business day
          preceding the day on which the meeting is held are entitled to notice
          of a meeting of shareholders. A determination of shareholders entitled
          to notice of or to vote at any meeting of shareholders shall apply to
          any adjournment of the meeting unless the board fixes a new record
          date for the adjourned meeting.

     (b)  The Board of Directors may fix, in advance, a date as the record date
          for the purpose of determining the shareholders entitled to cast
          written ballots. Such record date shall not be more than 60 days
          before the day on which the first written ballot is mailed or
          solicited. If no record date if fixed,

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          shareholders on the day the first written ballot is mailed or
          solicited who are otherwise eligible to vote are entitled to cast
          written ballots.

     (c)  The Board of Directors may fix, in advance, a date as the record date
          for the purpose of determining the shareholders entitled to exercise
          any rights in respect of any other lawful action. Such record date
          shall not be more than 60 days prior to such other action. If no
          record date is fixed, shareholders at the close of business on the day
          on which the board adopts the resolution relating thereto, or the 60th
          day prior to the date of such other action, whichever is later, are
          entitled to exercise such rights.

507.  Multiple Person Share. If a share stands of record in the names of two or
      more persons, whether fiduciaries, shareholders of a partnership, joint
      tenants, tenants in common, husband and wife as community property,
      tenants by the entirety, or otherwise, or if two or more persons
      (including proxy-holders) have the same fiduciary relationship respecting
      the same share, unless the Secretary of the corporation is given written
      notice to the contrary and is furnished with a copy of the instrument or
      order appointing them or creating the relationship wherein it is so
      provided, their acts with respect to voting shall have the following
      effect:

      (1)   If only one votes, such action binds all;

      (2)   If more than one votes, the act of the majority so voting binds all.

508.  Proxies.

      (a)   Every person entitled to vote a share may authorize another person
            or persons to act by proxy with respect to such share. Any proxy
            purported to be executed in accordance with this bylaw shall be
            presumptively valid.

      (b)   No proxy shall be valid after the expiration of 11 months from the
            date thereof unless otherwise provided in the proxy, except that the
            maximum term of any proxy shall be three years from the date of
            execution. Every proxy continues in full force and effect until
            revoked by the person executing it prior to the vote pursuant
            thereto. Such revocation may be effected by a writing delivered to
            the corporation stating that the proxy is revoked or by a subsequent
            proxy executed by the person executing the prior proxy and presented
            to the meeting, or as to any meeting by attendance at such meeting
            and voting in person by the person executing the proxy. The dates
            contained on the forms of proxy presumptively determine the order of
            execution, regardless of the postmark dates on the envelopes in
            which they are mailed.

      (c)   A proxy is not revoked by the death or incapacity of the maker or
            the termination of a share as a result thereof unless, before the
            vote is counted, written notice of such death or incapacity is
            received by the corporation.

      (d)   The proxy of a shareholder may not be irrevocable.

509.  Quorum for meeting of shareholders.

      (a)   A simple majority of all shareholders (or fifty-one percent of the
            total shares authorized to vote) entitled to vote, represented in
            person or by proxy, shall constitute a quorum at a meeting of
            shareholders.

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     (b)  Except where a greater vote is required by the articles of
          incorporation or bylaws or by applicable law and except for the
          election of Directors or officers, if a quorum is present, the
          affirmative vote of a majority of the shareholders represented at the
          meeting, entitled to vote, and voting on any matter shall be the act
          of the shareholders.

     (c)  The shareholders present at a duly called or held meeting at which a
          quorum is present may continue to transact business until adjournment
          notwithstanding the withdrawal of enough shareholders to leave less
          than a quorum, if any action taken (other than adjournment) is
          approved by at least a majority of the shareholders required to
          constitute a quorum.

     (d)  In the absence of a quorum, any meeting of shareholders may be
          adjourned from time to time by the vote of a majority of the
          shareholders present, but no other business may be transacted, except
          as provided in paragraph (c).

510. Adjourned meeting of shareholders. When a shareholders' meeting is
     adjourned to another time or place, except as otherwise provided by this
     bylaw, notice need not be given of the adjourned meeting if the time and
     place thereof are announced at the meeting at which the adjournment is
     taken. The meeting shall not be adjourned for more than 45 days. At the
     adjourned meeting the corporation may transact any business which might
     have been transacted at the original meeting. If after the adjournment a
     new record date is fixed for the adjourned meeting, a notice of the
     adjourned meeting shall be given to each member who, on the record date for
     notice of the meeting, is entitled to vote at the meeting.

511. Cumulative voting for Directors.

     (a)  Every shareholder entitled to vote at any election of Directors may
          cumulate such shareholder's 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 the shareholder's shares are normally
          entitled, or distribute the shareholder's votes on the same principle
          among as many candidates as the shareholder thinks fit.

     (b)  No shareholder shall be entitled to cumulate votes (i.e., cast for any
          candidate a number of votes greater than the number of votes which
          such shareholder normally is entitled to cast) unless such candidate
          or candidates' names have been placed in nomination prior to the
          voting and the shareholder has given notice at the meeting prior to
          the voting of the shareholder's intention to cumulate the
          shareholder's votes. If any one shareholder has given such notice, all
          shareholders may cumulate their votes for candidates in nomination.

     (c)  In any election of Directors, the candidates receiving the highest
          number of affirmative votes of the shares entitled to be voted for
          them up to the number of Directors to be elected by such shares are
          elected; votes against the director and votes withheld shall have no
          legal effect.

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<PAGE>

512. Inspectors of election.

     (a)  In advance of any meeting of shareholders the Board of Directors may
          appoint inspectors of election to act at the meeting and any
          adjournment thereof. If inspectors of election are not so appointed,
          or if any persons so appointed fail to appear or refuse to act, the
          chairman of any meeting of shareholders may, and on the request of any
          shareholder or a shareholder's proxy shall, appoint inspectors of
          election (or persons to replace those who so fail or refuse) at the
          meeting. The number of inspectors shall be either one or three. If
          appointed at a meeting on the request of one or more shareholders or
          proxies, the majority of shareholders represented in person or by
          proxy shall determine whether one or three inspectors are to be
          appointed.

     (b)  The inspectors of election shall determine the  number of shares
          outstanding and the voting power of each, the number represented at
          the meeting, the existence of a quorum and the authenticity, validity
          and effect of proxies, receive votes, ballots or consents, hear and
          determine all challenges and questions in any way arising in
          connection with the right to vote, count and tabulate all votes or
          consents, determine when the polls shall close, determine the result
          and do such acts as may be proper to conduct the election or vote with
          fairness to all shareholders.

     (c)  The inspectors of election shall perform their duties impartially, in
          good faith, to the best of their ability and as expeditiously as is
          practical. If there are three inspectors of election, the decision,
          act or certificate of a majority is effective in all respects as the
          decision, act or certificate of all. Any report or certificate made by
          the inspectors of election is prima facie evidence of the facts stated
          therein.

513. Issuance of additional shares. After the initial offering, the issuance of
     additional shares will require the approval of the Board of Directors as
     set forth in Section 205(c).

514. Unanimous written consent of shareholders. Any action required or permitted
     to be taken by the shareholders may be taken without a meeting, if all
     shareholders shall individually or collectively consent in writing to the
     action. The written consent or consents shall be filed with the minutes of
     the proceedings of the shareholders. The action by written consent shall
     have the same force and effect as the unanimous vote of the shareholders.

                             CHAPTER 6. AMENDMENTS

600. Amendment of articles. The amendment of articles of incorporation is
     provided for by state law and requires the approval of the Board of
     Directors, the approval of the shareholders, and the filing of a
     certificate of amendments in the Office of the Secretary of State.

601. Amendment of bylaws. The amendment of bylaws is provided for by state law
     and requires either the approval of the Board of Directors or the approval
     of the shareholders. However, in several situations too complex to describe
     in these bylaws but seldom encountered, when state law prohibits amendment
     of bylaws

                                                                  Bylaws page 12

<PAGE>
     by approval of the Board of Directors alone, approval of the shareholders
     of the bylaws is required.


                            CHAPTER 7. MISCELLANEOUS

700. Records. The corporation shall keep or cause to be kept a minute book
     which shall contain:

     (a)  The record of all meetings of the Board of Directors including date,
          place, those attending and the proceedings thereof, a copy of the
          notice of the meeting and when and how given, written waivers of
          notice of meeting, written consents to holding meeting, written
          approvals of minutes of meeting, and unanimous written consents to
          action of the Board of Directors without a meeting, and similarly as
          to meetings of committees of the Board of Directors established
          pursuant to paragraph (b) of Section 207 of the bylaws and as to
          meetings or written consents of the incorporator or incorporators of
          the corporation prior to the appointment of the initial Board of
          Directors.

     (b)  The record of all meetings of the shareholders including date, place,
          shareholders present in person or by proxy (if proxies are permitted),
          proxies used, and the proceedings thereof, a copy of the notice of
          meeting and when and how given, any affidavit as to the mailing or
          giving of notice, written waivers of notice of meeting, written
          consents to the holding of the meeting, written approvals of the
          minutes of the meeting, unanimous written consents of shareholders to
          action without a meeting and the report of action by shareholders by
          written ballot, including a copy of the form of written ballot and any
          affidavit as to the mailing of written ballots.

     (c)  A copy of the articles of incorporation and all amendments thereof
          and a copy of all certificates filed with the Secretary of State.

     (d)  A copy of the bylaws as amended, duly certified by the Secretary.

702. Annual Report. The corporation shall send to all shareholders an annual
     report within 120 days after the close of the fiscal year. The annual
     report shall include a balance sheet as of the close of the fiscal year of
     the corporation and an income statement and a statement of changes in
     financial position for such fiscal year. The financial statements shall be
     prepared from and in accordance with the books of the corporation, in
     conformity with generally accepted accounting principles applied on a
     consistent basis, and shall be certified by an independent certified public
     accountant.

703. Inspection of shareholders.

     (a)  The accounting books and records and minutes of proceedings of the
          shareholders and the Board of Directors and committees of the Board of
          Directors shall be open to inspection upon the written demand on the
          corporation of any shareholder at any reasonable time, for a purpose
          reasonable related to such person's interests as a shareholder.

                                                                  Bylaws page 13
<PAGE>
     (b) Inspection pursuant to this section of the bylaws by a shareholder may
         be made in person or by agent or attorney, and the right of inspection
         includes the right to copy and make extracts.

     (c) If any record subject to inspection pursuant to this section of the
         bylaws is not maintained in written form, the corporation  shall at its
         expense make such record available in written form.




                          CERTIFICATION OF SECRETARY

The undersigned, Secretary of Integrated  Specialists Management Services,
Inc., a California corporation, hereby certifies that the foregoing bylaws are
the true and correct, duly adopted bylaws of the corporation, that such bylaws
were first adopted on July 18, 1994, and that such bylaws include all
amendments, if any, to the date of this certificate.

Dated: 7/18/94
      ----------
                                             /s/ Christopher W. Cary, MD
                                             ----------------------------
                                                      Secretary


                                                                  Bylaws page 14