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BYLAWS OF FIRST CHOICE HEALTH NETWORK, INC. As Amended June 26, 2003

ARTICLE 1.  MEETINGS OF SHAREHOLDERS

Section 1.  Annual Meetings

The annual meeting of the shareholders of this corporation, for the purpose of
election of directors and for such other business as may come before it, shall
be held at the principal office of the corporation or at such other place as
may be designated by the notice of the meeting on or before June 30th of every
year.

Section 2.  Special Meetings

Special meetings of shareholders may be held at the principal office or at such
other place as may be designated by the notice of the meeting.  Such meetings
may be called at any time by the Board of Directors, the Chair of the Board of
Directors or the President, and shall be called by the President upon written
petition of the holders of at least ten percent (10%) of all of the shares
entitled to vote at the meeting.  No business other than that specified in the
notice of the meeting shall be transacted at any special meeting

Section 3.  Notice

Written notice of annual or special meetings of the shareholders shall be
delivered by the secretary at least ten (10) days, but not more than sixty (60)
days prior to the date of the meeting, except that notice of a shareholders
meeting to act on a proposed amendment to the articles of incorporation, a plan
of merger or share exchange, a proposed sale of all or substantially all of the
assets of the corporation other than in the usual or regular course of
business, or the dissolution of the corporation, shall be given no fewer than
twenty (20) days nor more than sixty (60) days before the meeting date.  The
notice shall state the place, day and hour of the meeting and shall be
delivered by mail or by fax to such shareholders entitled to vote at the
meeting.  If mailed, the notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage prepaid.

Section 4.  Waiver of Notice

Notice of the date, time, place, and purpose of any meeting may be waived in a
writing signed by the person or persons entitled to the notice, whether before,
during or after the meeting, and will also be waived by any shareholder who
attends the meeting in person or by duly authorized proxy, unless the
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting.  Any shareholder who waives notice of a
meeting shall be bound by the proceedings of the meeting in all respects.

Section 5.  Adjournments

Any annual or special meeting may be adjourned to a later time and place as the
majority of shareholders of each class present at the meeting shall determine
without any notice other than by announcement at the meeting.  However, any
meeting at which directors are to be elected shall be adjourned only from day
to day until the directors have been elected.








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Section 6.  Quorum

The presence, in person or by duly authorized proxy, of the holders of not less
than one-third of the outstanding shares of Class A common stock entitled to
vote at the meeting and of a majority of the outstanding shares of any other
class entitled to vote at the meeting shall constitute a quorum for the
transaction of business at a shareholders meeting.

Section 7.  Record Date

The directors may fix in advance a date not more than seventy (70) days prior
to the date of any meeting of the shareholders as the record date for the
determination of shareholders entitled to vote at the meeting. If no record
date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a share dividend or a distribution (other than one involving the purchase,
redemption, or other acquisition of the corporation's shares), the day before
the date on which notice of the meeting is effective or the date on which the
board of directors authorizes such share dividend or distribution, as the case
may be, shall be the record date for such determination of shareholders.  When
a determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination is effective for
any adjournment thereof, unless the board of directors fixes a new record date,
which it must do if the meeting is adjourned to a date more than one hundred
twenty  (120)  days after the date fixed for the original meeting.

Section 8.  Shareholders List for Meeting

After fixing a record date for a shareholders meeting, the corporation shall
prepare an alphabetical list of the names of all shareholders on the record
date who are entitled to notice of the shareholders meeting.  The list shall
show the address of and number of shares held by each shareholder.  A
shareholder, shareholder's agent or shareholder's attorney may inspect the
shareholder list, beginning ten (10)  days prior to the shareholders meeting
and continuing though the meeting, at the corporation's principal office or at
a place identified in the meeting notice in the city where the meeting will be
held, during regular business hours and at the shareholder's expense.  The
shareholders list shall be kept open for inspection during such meeting or any
adjournment.

Section 9.  Voting

A shareholder entitled to vote at a meeting may vote at the meeting in person
or by proxy.  Except as otherwise provided by law or in the Articles of
Incorporation or in these Bylaws, every shareholder shall be entitled to one
vote for each share standing in his or her name on the record of the
shareholders.  Cumulative voting shall not be allowed.  Except as otherwise
provided by law or in the Articles of Incorporation or in these Bylaws, the
affirmative vote of a majority of the votes of each class cast at a meeting of
shareholders by the shareholders entitled to vote at the meeting shall be
necessary for the election of directors, the adoption of a motion, or the
determination of any questions or business which shall come before the meeting.

Section 10.  Proxies

Proxies shall be in writing dated and signed by the shareholder or the
shareholder's duly authorized attorney-in-fact.  No proxy shall be filed after
eleven (11) months from the date of execution unless otherwise provided in the
proxy.  Revocation of a shareholder's proxy shall not be effective until it is
received in writing by the secretary of the corporation.



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ARTICLE II

BOARD OF DIRECTORS

Section 1.  General Powers and Classification of Directors

The business and property of this corporation shall be managed under the
authority and direction of a board of directors.  In addition to the power and
authority conferred by these bylaws and the articles of incorporation, the
Board of Directors may exercise all such powers of the corporation and do all
such lawful acts and things as are not by law or by the articles of
incorporation or by these bylaws directed or required to be done or exercised
or done by the shareholder.   The Board of Directors shall consist of seventeen
(17) individuals:  Seven (7) directors (the "Class A Directors") shall be
physicians representing Class A shareholders.  Seven (7) directors (the "Class
B Directors") shall represent Class B shareholders and any public hospitals
that have made capital contributions to the corporation ("participating
hospitals").  Three (3) directors (the "Class C Directors") shall represent
employers that are not health care providers or that are consumers of health
care services or both.

The Board shall be divided into three categories as follows:

Category I:    Three Class A Directors, two Class B Directors, and one Class C
               Director.
Category II:   Two Class A Directors, three Class B Directors, and one Class C
               Director.
Category III:  Two Class A Directors, two Class B Directors, and one Class C
               Director.

Section 2.  Nomination and Election of Directors

The Board of Directors shall nominate candidates to serve as directors of the
corporation.  Nominations shall be consistent with the criteria for nomination
and election set forth in Section 1 and in this Section 2 of Article II.

Each Class A director shall be a Class A shareholder of the corporation.  The
Board of Directors shall designate a Nominating Committee to determine a slate
of nominees to be presented to the Board for its approval.  In recommending
nominees to the Board of Directors, the Nominating Committee shall consider
factors including geographic representation, physician specialty representation
for Class A directors, rotation of Class A and Class B directors who are
affiliated with Class B shareholders, and specific desired areas of expertise
such as financial expertise, among other factors that the Board of Directors
may stablish by policy.

Nomination shall require a majority vote of the Board of Directors; provided
that the nomination of any person to be a Class A Director shall also require a
majority vote of the existing Class A directors of the corporation, and the
nomination of any person to be a Class B director shall also require a majority
vote of the existing Class B Directors.

The election of directors shall be by the shareholders, based on nominations of
the Board of Directors.  The election of each director shall require a majority
of the votes of each class of shareholders cast at a meeting of the
shareholders.






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Section 3.  Term of Office

The term of the initial Category I Directors shall expire at the first annual
meeting of shareholders after their election.  The term of the initial Category
II Directors shall expire at the second annual meeting of shareholders after
their election.  The term of the initial Category III Directors shall expire at
the third annual meeting of shareholders after their election.  Thereafter,
each Category of directors shall serve three-year terms.  Each director shall
hold office for the term for which he or she shall have been elected and until
his or her successor shall have been elected; provided that a director's term
shall automatically expire at such time as he or she no longer satisfies the
Class criteria for nomination or election under this Article II.

Section 4.  Vacancies

Any vacancy occurring in the Board of Directors by death, resignation, or
otherwise shall be filled promptly by nomination by the Board of Directors.
The director so nominated shall hold office until the next annual shareholders
meeting at which directors are elected and until the nomination, election and
qualification of his or her successor.

Section 5.  Removal of Director

At a meeting of the shareholders called expressly for that purpose, the
shareholders shall have the power to remove any director or the entire Board of
Directors, with or without cause, by an affirmative vote of the holders of at
least seventy-five percent (75%) of the outstanding shares of each class.

Section 6.  Compensation of Directors

By resolution of the Board of Directors, the directors may be paid for their
expenses, if any, for attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as a director.  No such payment shall prelude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

Section 7.  Resignation of Director

Any director may resign at any time by delivering written notice to the Chair
of the Board of Directors.  Any such resignation is effective when the notice
is delivered, unless the notice specifies a later effective date.

Section 8.  Conflict of Interest

Each director shall discharge the duties of director in a manner which avoids
any appearance of a conflict of interest.  Any possible conflict of interest on
the part of a director shall be disclosed to the other members of the Board of
Directors and made a matter of record consistent with any conflict of interest
policy and annual disclosure procedure established by the Board of Directors or
when the interest becomes a matter for Board action.

Section 9.  Meetings.

The annual meeting of directors shall be held at the principal office of the
corporation or such other place as may be designated in any notice of the
meeting as soon as practicable after the final adjournment of the annual
shareholders meeting.  Other regular meetings of directors shall be held
monthly or as otherwise scheduled by the Chair of the Board of Directors or the
President (other than the month during which the annual meeting of directors is
held) at the principal office of the corporation or at such other time and
place as the Board of Directors may from time to time designate.

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Special meetings may be called by the Chair of the Board of Directors, the
President, or by not less than one-third (1/3) of the authorized number of
directors.  Special meetings may be held at such time and place, whether in
this state or elsewhere, as may be designated in the notice of the meeting.
Notice of the time and place of each special meeting shall be given by the
Secretary, or the persons calling the meeting, by mail, by telecopier
transmittal, or by personal communication, at least two (2) days in advance of
the time of the meeting.  Neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.  Notice of any special meeting
may be waived in writing or by telecopier transmittal and will be waived by any
director by attendance at the meeting except where a director attends for the
express purpose of objecting to the transaction of business because the meeting
is not lawfully called or convened.

Section 10.  Quorum and Voting

Except as otherwise provided by law, in the Articles of Incorporation, or in
these Bylaws, the presence (in person or by conference call) of  nine (9)
directors shall be necessary to constitute a quorum for the transaction of
business at a meeting of the Board of Directors; provided, however, that
thirteen (13) directors shall be necessary to constitute a quorum for the
determination of (i) the admission and expulsion of shareholders and members,
(ii) the fees charged for and/or paid to health care providers, (iii) any
issues reviewed by the Board of Directors regarding the limitation or
termination of health care provider contracts, (iv) the acquisition or
divestiture of product lines, services, subsidiaries, or components of business
entities, (v) amendment of the bylaws of the corporation, and (vi) any merger
or sale of the corporation or any subsidiary.  Except as otherwise provided for
in these bylaws, the act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors.
However, should a quorum not be present, the majority of the Directors present
may adjourn the meeting to some later time, but not more than seven days (7)
later.

Section 11.  Presumption of Assent

A director of the corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be deemed to
have assented to the action taken unless:

a.  the director objects at the beginning of the meeting, or promptly upon
    the director's arrival, to holding it or transacting business at the
    meeting;

b.  the director's dissent or abstention from the action taken is entered
    in the minutes of the meeting; or

c.  the director delivers written notice of the director's dissent or
    abstention to the presiding officer of the meeting before its adjournment
    or to the corporation within a reasonable time after adjournment of the
    meeting.

The right of dissent or abstention is not available to a director who votes in
favor of the action taken.








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Section 12.  Change in Number of Directors

The number, classifications, qualifications, and terms of directors as set
forth herein shall not be altered, except at a shareholders meeting by a vote
of the holders of at least a majority of the outstanding shares of each class
then outstanding; provided, however, that no alteration shall have the effect
of shortening the term of any incumbent director.

Section 13.  Committees of the Board

The Board of Directors, by resolutions adopted by the majority of the entire
Board of Directors, may designate from among its members an Executive Committee
and one or more other committees.  Each committee must consist of two or more
directors who serve at the pleasure of the Board of Directors; provided, that
the Executive Committee must consist of equal numbers of Class A, Class B and
Class C Directors.  Each committee may exercise the authority of the Board of
Directors as provided in resolutions duly adopted by the Board of Directors,
provided that the authority of each such committee shall be subject to
limitations set forth in RCW 23B.08.250, as now in effect or hereafter amended.
Such committees shall keep regular minutes of their proceedings and report to
the Board of Directors when requested to do so.

Section 14.  Chair of the Board of Directors

The Board of Directors shall elect a Chair of the Board of Directors from among
its members at each annual meeting of the directors.  A director may serve
subsequent terms as the Chair.  Upon the death, removal, or voluntary or
involuntary withdrawal of the Chair as a director, the Board of Directors shall
elect a successor Chair to hold such office for the unexpired term of his or
her predecessor.  The Chair shall preside at all meetings of the Board of
Directors and shall exercise such other powers and authority (not inconsistent
with this section) as are conferred by the Board of Directors.

Section 15.  Vice-Chair of the Board of Directors

The Board of Directors shall elect a Vice-Chair of the Board of Directors from
among its members at each annual meeting of the directors.  A director may
serve subsequent terms as the Vice-Chair.  Upon the death, removal, or
voluntary or involuntary withdrawal of the Vice-Chair as a director, the Board
of Directors shall elect a successor Vice-Chair to hold such office for the
unexpired term of his or her predecessor.  The Vice-Chair shall act as Chair in
the absence of the Chair and, when so acting, shall have the power and
authority of the Chair.

ARTICLE III

ACTIONS BY WRITTEN CONSENT AND CONFERENCE CALL

Section 1.  Consents

Any corporate action permitted or required by the Articles of Incorporation,
Bylaws, or the laws under which this corporation is formed, to be voted upon or
approved at a duly called meeting of the Board of Directors, committee of
directors, or shareholders may be accomplished without a meeting if unanimous
written consent of the respective directors, committee members, or shareholders
setting forth the action so taken, shall be signed before taking such action by
all of the directors, committee members or shareholders.  Such consent shall
have the same effect as a unanimous vote.





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Section 2.  Meetings by Conference Calls

Members of the Board of Directors, members of a committee of directors, or
shareholders may participate in or conduct their respective meetings by means
of a conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other at the same time, and
participation in the meeting by such means shall constitute presence in person
at such meeting.

ARTICLE IV

OFFICERS

Section 1.  Officers; Election; Term of Office

The officers of the corporation shall be a President, one or more Vice
Presidents (the number to be determined by the Board of Directors), a
Secretary, a Treasurer, and other officers with such duties as the Board of
Directors may designate from time to time.  Any two or more offices may be held
by the same person.  The President shall be elected by the Board of Directors
to serve either a fixed term or an infinite term.  The President shall select
the other officers of the corporation.  If an officer is an employee of the
corporation, his or her position as an officer of the corporation shall end
upon the termination of his or her employment by the corporation.

Section 2.  Removal of Officers

Any officer may be removed at any time, either with or without cause, by the
Board of Directors or the President.

Section 3.  Duties of President

The President shall be the chief executive officer of the corporation and
shall have general management of the affairs of the corporation; shall present
at each annual meeting of the shareholders and directors a report on the
condition of the business of the corporation; shall sign and execute all
contracts in the name of the corporation, and all notes, drafts, and other
orders for the payment of money; shall appoint, fix the compensation of, and
discharge all agents and employees who are not officers of the corporation,
subject always to the right of the Board of Directors to remove or discharge
the same; shall select the other officers of the corporation; shall be an
ex-officio member of the Board of Directors, but without any of the voting
rights of a director; and shall perform all such other duties as are incident
to his or her office and as may be required of him or her by the Board of
Directors or by other provisions of these Bylaws.

Section 4.  Duties of Vice President

The Vice President(s) shall perform the duties as designated by the President.

Section 5.  Duties of the Secretary

The Secretary of the corporation shall keep the minutes of all directors and
shareholders meetings; shall attend to the giving and serving of all notices of
the corporation; shall be custodian of the corporate seal; shall attest with
his or her signature and impress with the corporate seal all stock certificates
of the corporation, and shall perform all such other duties as are incident to
his or her office or as may be required of him or her by the Board of
Directors.




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Section 6.  Duties of the Treasurer

The Treasurer shall keep regular books of account and shall submit them,
together with all of his or her other records and papers, to the Board of
Directors at any meeting when required to do so.  He or she shall, if required
to do so by the Board of Directors, give such bond for the faithful performance
of his or her duties as the Board may determine and shall perform all such
other duties as are incident to his or her office or as may be required by the
Board of Directors.

Section 7.  Other Officers

In addition to the foregoing officers, the President may, from time to time,
appoint such other officers as he or she may see fit, with such duties as he or
she may deem proper.

Section 8.  Vacancies

The board of directors shall fill any office which becomes vacant with a
successor who shall hold office for the unexpired term and until a successor
shall have been duly elected and qualified.

Section 9.  Compensation

The compensation of the President of the corporation shall be fixed by the
Board of Directors.  The compensation of all other officers of the corporation
shall be fixed by the President.

ARTICLE V

STOCK

Section 1.  Certificates

Certificates for shares of the corporation shall be issued in a form consistent
with the provisions of the corporation laws of the State of Washington.  They
shall be signed by the President and by the Secretary, and shall evidence the
number of shares of stock held by a shareholder, provided the shares
represented thereby are fully paid for.  The signatures of the corporation
officers may be facsimiles.

Section 2.  Record Date for Dividends

The Board of Directors may fix in advance a date not exceeding sixty (60) days
and not less than ten (10) days prior to any dividend payment date, as the
record date for the determination of the shareholders entitled to receive
payment of any dividend or distribution.  In such case, only the shareholders
of record on the date so fixed shall be entitled to receive payment of such
dividend or distribution.

Section 3.  Duplicate Certificates

In the event of the loss or destruction of a certificate of stock, no new
certificate shall be issued in lieu thereof except upon proof satisfactory
to the Secretary of such loss or destruction.  Any such new certificate shall
be plainly marked "DUPLICATE" upon its face.






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Section 4.  Persons Entitled to Notice

The persons in whose names the certificates of stock stand upon the books of
the corporation on the record date for voting shall be the only ones entitled
to notice of shareholders meetings and such persons shall be the only ones
entitled to vote at any shareholders meetings.

Section 5.  Minimum Ownership

Each Class A shareholder shall purchase and hold a minimum of one (1) share.
Each Class B shareholder shall purchase and hold a minimum of two thousand
(2,000) shares.

Section 6.  Stock Transfers

No shareholder shall be permitted to sell, transfer, bequeath, or otherwise
assign his or her shares in the corporation except to the corporation for
repurchase at a price equal to twenty percent (20%) (or, in the case of a
physician shareholder who has died, retired from the practice of medicine after
having reached the age of 60 years, or ceased the practice of medicine because
of a permanent disability, one hundred percent (100%) of the net book value of
his/her shares as determined by the Board of Directors at the beginning of the
fiscal year during which the transfer is made.  In the event that a shareholder
does elect to sell his or her shares, the shareholder (or, in the event of the
death or disability of an individual shareholder), his or her personal
representative shall notify the corporation of such fact in writing.  A sale,
transfer, bequest, or assignment of shares to anyone other than the corporation
shall be void.  This section shall be applied liberally to allow for any
corporate restructuring of the shareholders of the corporation.

ARTICLE VI

AMENDMENTS

These Bylaws may be amended by the Board of Directors at any meeting at which
a quorum is present, by the affirmative vote of two-thirds of the directors
present, provided that such an affirmative vote must include the affirmative
vote of a majority of those directors present representing Class A shareholders
and a majority of those directors present representing Class B shareholders.

ARTICLE VII

BANK DEPOSITS

Funds of the corporation shall be deposited in the name of the corporation in
such bank or banks as the Board of Directors may designate.

ARTICLE VIII

DIVIDEND DISTRIBUTION

Subject to the provisions of the Articles of Incorporation, the Board of
Directors may declare and pay dividends on the shares of one or more of the
classes of the capital stock of the corporation at such times and in such
amounts as the Board may from time to time designate; provided, however, that
in no event shall dividends be paid while any obligation of the corporation to
repurchase shares pursuant to the Articles of Incorporation of the corporation
or these Bylaws remains unpaid.  Dividends to a particular class shall be
allocated among the shareholders of that class according to the number of
shares in the name of each shareholder on the books of the corporation.


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ARTICLE IX

SEAL

The corporate seal (if any) of the corporation shall be in such form and bear
such inscription as may be adopted by resolution of the Board of Directors, or
by usage of the officers on behalf of the corporation.

ARTICLE X

FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and
terminate on the 31st day of December of each year.

ARTICLE XI

ADMISSION AND EXPULSION OF SHAREHOLDERS

Section 1.  (a)  Admission of new shareholders of Class A common stock in the
corporation, as defined in the Articles of Incorporation of the corporation,
shall be within the discretion of the President.  In determining whether to
admit a new shareholder of Class A common stock, the President, as may be
appropriate, may consult with the Medical Management Committee and the Medical
Director of the corporation.  The President shall consider the needs of the
corporation and applicable laws, including without limitation those relating to
restraint of trade, in determining whether to admit a new shareholder.

(b)  Admission of new shareholders of Class B common stock in the corporation,
as defined in the Articles of Incorporation of the corporation, shall be
subject to approval by the Board of Directors, which shall consider, but not be
bound by, the advice and recommendations of the President.  In determining
whether to admit a new shareholder of Class B common stock, the Board of
Directors shall consider the needs of the corporation and applicable laws
including without limitation those relating to restraint of trade.

Section 2.  Shareholders of each class are subject to expulsion for cause by
the Board of Directors, which shall consider, but not be bound by, the advice
and recommendations of the President.

Section 3.  Cause for expulsion shall include violation of these bylaws,
violation of the membership rules and regulations, failure to execute a
provider contract with the corporation, and violation or termination (with or
without cause) of the shareholder's provider contract.

Section 4.  The President shall cause written notice of alleged infractions to
be given to the affected shareholder, who shall then have an opportunity to
meet with the President to discuss the charges against him or her.

Section 5.  The corporation shall, upon expulsion of a shareholder, repurchase
his or her shares at the lesser of the price said shareholder paid for the
shares or the price the Board of Directors has determined for repurchase of
shares of withdrawing shareholders for that fiscal year.










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ARTICLE XII

WITHDRAWAL OF SHAREHOLDERS

Section 1.  Voluntary Withdrawal

Any shareholder may voluntarily withdraw from the corporation by giving written
notice of his intent to do so to the corporation.  The corporation shall
repurchase the withdrawing shareholder's stock at the price that the Board of
Directors has determined for repurchase of shares for that fiscal year pursuant
to Section 6 of Article V of these Bylaws.

Section 2.  Death; Disability; Retirement

Upon the death, permanent disability or retirement of an individual
shareholder, full ownership and title to his or her shares of stock shall
immediately pass to and become vested in the corporation, which shall pay to
the estate of the deceased or to the disabled or retired shareholder, as the
case may be, the price that the Board of Directors has determined for
repurchasing of shares for that fiscal year pursuant to Section 6 of Article V
of these Bylaws.

ARTICLE XIII

REPURCHASE OF SHARES

Notwithstanding any other provision in these Bylaws to the contrary, the Board
of Directors may withhold payment for the repurchase of shares until such time
as the Board in its discretion determines that the corporation is financially
capable of making said payments.

ARTICLE XIV

BOOKS AND RECORDS

Shareholders shall have all rights provided by law to inspect the corporation's
relevant books and records at any reasonable time or times; provided, however,
that except as otherwise specifically provided in these Bylaws or in the rules
and regulations of the corporation, no shareholder shall have the right to
inspect or copy any document containing fee information for any other
individual or institution providing health care services to the corporation.

ARTICLE XV

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.  To the extent provided in Section 2 of this Article, the corporation
shall have the power to indemnify every person who is or was a director,
officer, employee, or agent of the corporation, or a director of any other
corporation which he or she serves at the request or consent of the
corporation, whether or not then in office:

      a. against all judgments, penalties, fines, settlements and reasonable
    expenses actually incurred by him or her in connection with any proceeding
    (other than a proceeding by or in the right of the corporation) to which he
    or she may have been made a party by reason of the fact that he or she is
    or was a director, officer, employee or agent of the corporation or a
    director of another corporation which he or she serves at the request or
    consent of First Choice, provided that he or she




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         1.  conducted himself or herself in good faith and
         2.  reasonably believed that

             a.  his or her conduct in his or her own official capacity was in
                 the corporation's best interests, or that
             b.  his or her conduct outside his or her own official capacity
                 was at least not opposed to the corporation's best interests
                 and,

         3.  in the case of any criminal proceeding, had no reasonable cause to
             believe that his or her conduct was unlawful; and

      b. against reasonable expenses actually incurred by him or her in any
         proceeding by or in the right of the corporation where he or she has
         been made a party to such proceeding by reason of the fact he or she
         was a director, officer, employee or agent of the corporation if he or
         she

         1.  conducted himself or herself in good faith and
         2.  he or she reasonably believed

             a. in the case of conduct in his or official capacity with the
                corporation, that his or her conduct was in the best interests
                of the corporation or
             b. in all other cases, that his conduct was at least not opposed
                to the best interests of the corporation, except that no such
                indemnification shall be made in respect to any such proceeding
                in which the director or officer has been adjudged liable to
                the corporation,

provided that a director shall not be indemnified for any proceeding in which
he or she has been adjudged to be liable for receiving improper personal
benefit, whether or not in his or her official capacity.

As used in this Article, the term "proceeding" shall include but shall not be
limited to any threatened, pending, or completed claim, action, suit, or other
proceeding, whether civil, criminal, administrative or investigative, including
all appeals relating thereto.  The term "expenses" shall include but shall not
be limited to counsel fees and disbursements, and amounts of judgments, fines,
penalties, settlements, excise taxes assessed on a director, officer, employee
or agent with respect to any employee benefit plan, and reasonable expenses
actually incurred by the director, officer, employee or agent.  In addition,
the corporation shall reimburse expenses incurred by a director, officer,
employee or agent in connection with his or her appearance as a witness in a
proceeding at a time when he or she has not been made a named defendant or
respondent.  "Director" means any person who is or was a director of the
corporation and any person who, while a director of the corporation, is or was
serving at the request or consent of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise, or employee
benefit plan.

Section 2.

A.  Any director or officer of the corporation who has been wholly successful
    on the merits or otherwise with respect to any proceeding described in
    Section 1 shall be entitled to indemnification as of right.






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B.  A director or officer who has not been wholly successful on the merits or
    otherwise or an employee or agent of the corporation (whether or not the
    employee or agent is wholly successful on the merits or otherwise) may be
    indemnified by the corporation if it is determined by the corporation,
    according to applicable statutory procedures, that he or she has met the
    requisite standard of conduct set forth in Section 1.  The termination of
    any proceeding by judgment, order, settlement, conviction, or upon a plea
    of nolo contendere or its equivalent, shall not of itself be determinative
    that the standard of conduct was not met.

C.  A director or officer may also apply to a court of appropriate jurisdiction
    for an order of indemnification.  If the director or officer has met the
    requisite standard of conduct described in Section 1, the court shall order
    indemnification and the director or officer shall be entitled to receive
    reimbursement, plus the expenses of securing it.  In addition, a court may
    order such indemnification if it determines that the director is fairly and
    reasonably entitled to indemnification in view of all relevant
    circumstances, whether or not he or she has met the requisite standard of
    conduct set forth in Section 1, or has been adjudged liable on the basis
    that personal benefit was improperly received by him.

Section 3.  Any indemnification of a director in accordance with this Article
shall be reported to the shareholders with the notice of the next shareholders
meeting or prior thereto in a written report describing the proceeding and the
nature and extent of such indemnification.

Section 4.  Reasonable expenses incurred by a director, officer, employee, or
agent who is party to a proceeding described in Section 1 may be advanced by
the corporation prior to the final disposition of such proceeding according to
applicable law, if the corporation so elects according to applicable statutory
procedures.

Section 5.  The corporation may purchase and maintain insurance on behalf of any
person who is a director, officer, employee, or agent of the corporation or is
serving at the request or consent of the corporation as an officer, employee,
or agent of another corporation, partnership, joint venture, trust, other
enterprise, or employee benefit plan against any liability incurred by him
because of his status, whether or not the corporation would have the power to
indemnify him against such liability under provisions of this Article.

Section 6.  The Board of Directors shall have the right to designate and
redesignate the counsel who shall defend any person who may be entitled to
indemnification, to approve any settlement, and to approve in advance any
expense.

Section 7.  The right to indemnification conferred by this article shall be
interpreted to conform with and shall not create any right that is inconsistent
with applicable law.

ARTICLE XVI

DISTRIBUTION UPON LIQUIDATION OR DISSOLUTION

Upon liquidation or dissolution, whether voluntary or involuntary, the assets
of the corporation available for distribution to shareholders and to any health
care facility which is entitled by contract to share in the distribution of the
assets of the corporation upon dissolution or liquidation, shall be distributed
by the Board of Directors to each class of shareholders based on the net book
value of each class's share as determined by the Board of Directors at the
beginning of the fiscal year during which the liquidation or dissolution
occurs.  Within each class, the assets shall be distributed among shareholders
according to the number of shares standing in the name of each on the books of
the corporation.
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ARTICLE XVIII

RULES OF ORDER

The rules contained in the most recent edition of Robert's Rules of Order,
Newly Revised, shall govern all meetings of shareholders and directors where
those rules are not inconsistent with the Articles of Incorporation, these
Bylaws, or special rules of order of the corporation.

Date Amended:  June 26, 2003

/s/
-------------------------------------
Gary R. Gannaway
President and Chief Executive Officer

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